Ultimate XMen Revisited
by Tsukinomasao
Summary: Issue 86: The Underneath Part 1 of 2. Find out what Dazzler has been up too and how she will fight the Warriors Three! Also, Storm and Bishop, salves in Genosha? What is Wolverine doing in Madripoor and with Psylocke of all people? Also, a shocking secret of the Future X-Men is finally revealed!
1. Issue 46

Ultimate X-Men:

Issue 46

The Tempest Part 1

_**Somewhere in the future:**_

The city was dark and noiseless. Alex was leaning against the side of a broken building, breathing hard. His messy blonde hair was slicked back and had tints of dark red to it. He had always been told that the red came from his mother, but Angel never really liked talking about Alex's parents.

The building that the young man was pressed up against was one of the tallest in the broken city and was once said to be one of the grandest as well. Alex thought about what his mentor and teacher told him about the building. Kingdom Square… Empire Sqaure… Kingdom State, Alex couldn't remember in the rush of images that crashed into his head.

That had just started happening a few days ago. Not the same images, but images none the less. Images of almost everything that he could thing of and some things he had no intention of thinking of… Some of the things that he saw mad him blush.

Alex couldn't make anything out of it at first, but he soon came to realize that the images were people's thoughts and emotions. The first thing that Alex wanted to do was run to Angel and talk to him about it, after understanding what was going on Alex thought that his powers very finally blossoming into something more, but… something stopped Alex from talking to Angel about.

Angel had been acting strange for the past couple of days and now that Alex finally had time to think about it, Alex realized that Angel starting acting oddly around the same time that he started developing new powers.

A crashed sounded in the distance and brought Alex back to what was happening at hand. He slightly cursed himself for letting him mind wondered at a time like this. Alex hadn't said a single word for over thirty minutes while roaming around this part of the city.

Alex was on a mission.

What kind of mission he wasn't really sure. Angel had briefly told Alex and his teammates that this object that they were looking for could possible change everything about their world, maybe even change time itself and fix what happened.

Angel had trained him and his team ever since Alex could remember. In short, Alex trusted Angel with his life. If Angel wanted this… thing, than Alex and his team were going to get it.

Taking a deep breath Alex pulled a mirror out of his black leather jacket and held it out at arm's length. The leather jacket was only one piece of Alex's battle suit. The shirt under his jacket was skin tight and showed off the many muscles that the almost sixteen-year old had developed over the years. The shirt itself was black and had white horizontal lines circling it. A faded yellow X inside an even lighter yellow circle was placed on the center of his chest. His dark leather pants had another faded yellow line that traced all the way down the outside of his pants legs. The entire outfit was finished off with a leather belt and a yellow X metal belt buckle. Angel had told him that this was one of the last team member uniforms that the professor made… before everything happened.

Alex hoped that with the mirror he could look around the building. He needed to know if _they _were following him. So far Alex and his team had managed not to arouse them, but it was only a matter of before they knew that Alex was in the city.

And if Alex was in the city, then _she _would want to try and capture him.

Alex wasn't afraid of capture, he was more afraid of what they would do to his friends if they managed to capture all of them. And maybe afraid of what would happen if Alex couldn't change what had happened.

_**The Present:**_

New York City, sunset.

A young man was standing on the roof of his high school building, Stuyesant High School. The young man looked out over the city and wondered where his life suddenly took a turn for the worse. The wind blew his dark green jacket away from him and he wrapped his arms around him, shivering in the cold.

His black shirt did nothing to warm him against the cold and he wished he had picked the woolen sweater that he had been eyes that morning, but also remembered the bitter memories that came with it. He had been crying for lord knows how long, he couldn't even remember how he managed to get to the roof, much less what he wanted to do.

The setting sun made his dark black hair glow. Some people said his hair was his best feature. The boy thought it was his smile, but his hair was so black that it sometimes looked blue and people found that fascinating. He thought it was a bother and wished he could dye it a different color. He tried blond once, and swore that he would never do it again.

He rubbed his face with his jacket sleeve and sniffed. Just then he heard something, what he couldn't describe, but only by one word: BAMP, then the smell of fire and brimstone.

"Who's there?" He almost whined looking down off the ledge he was standing on. Tears started to well up in his eyes and overflow down his cheeks. When no one answered the young man huffed and turned around. The sight before him almost made him jump off the roof.

Standing not ten feet away from the young man was a dark blue daemon creature looking right at him. The daemon had a yellowish orange smoke trailing around him and his eyes glowed the same color. He was wearing a skin tight suit with what looked like golden armor on his shoulders. The creature's battle suit looked something like a female bathing suit that ended in a V like shape to cover his stomach and groan area.

"Step avay from the ledge, Herr Beaubier." The creature said pointing a three finger hand at the young man.

"Ahhh!" The teenager yelled stepping back from the blue daemon. Beaubier suddenly realized what he had done when his foot no longer touched anything solid and the boy felt gravity take effect as he started to fall back, off the ledge. His arms flung out in front of him as his scream of shock turned into a scream of terror and he fell to his death off the building.

"Noo!" The blue daemon yelled running towards the ledge.

The boy fell. He felt the wind rush past him and realized that it wasn't as cold as he had thought it was earlier, not that it mattered anymore. He was going to die and being cold seemed a little importance. He closed his eyes for a moment to try and think about his last moments on this ugly beautiful world, but a voice entered his head.

It was an angelic voice, something only a man of pure beauty could produce.

"Go limp."

The boy did as he was told and the awful feeling of falling stopped. The teenager opened his eyes to see one of the most beautiful creatures he had laid eyes on. A man of pure beauty was holding him. What made it even better in his eyes was that this man… if you could call him that, had wings. Not regular wings, but of course what human could have regular wings, but wings of an angel.

He was an Angel.

"It's all right Jean-Paul." The blonde winged teenager said to him as the two floated in the air. Jean-Paul smiled as he wrapped his arms around the angel's neck and felt warm, warmer than he had felt in a very long time.

The two teenagers flew back to the roof of the building. Jean-Paul looked out around him in pure amazement. Then the fury crossed his face. "This is your second chance." The winged teenager said as he landed on the roof.

"Let me go, freak!" Jean-Paul said jumping out of the blond man's arms and looking at the rather good looking man. Jean-Paul hated to do this to the man, but he was in no mood to be saved, especially by someone so… perfect.

"That's not a very nice way of saying thank you."

"Why on earth would I thank you! That thing… that thing made me fall!" Jean-Paul pointed at the blue daemon that had walked over to stand next to the blond man, arms folded.

"Vait, you were not committing suicide?" Nightcrawler said confused.

"Suicide?" Jean-Paul yelled his voice almost cracking. "I just came up here to think!" He said waving his arms in the air, clearly mad, but at what he couldn't say. He had just been saved by one of the most beautiful men he had ever seen, and here he was yelling at him.

"Our apologies. My name is Warren." Angel said placing a hand to his chest and then pointing at Nightcrawler. "Kurt and I are mutants, kids whose genetic makeup-"

"I know what a mutant is, tool! " Jean-Paul said cutting off the winged man. "But what do you want with me?" He yelled at them, looking at the blond guy, blushing slightly and then looking at the daemon teenager, or rather mutant.

"At yesterday's track and field invitational, you ran the mile in just under three minutes, ja?" Nightcrawler said, placing a hand on his hip.

Jean-Paul's eyes widen and he crossed his arms across his chest, taking a deep breath. And then he started to laugh.

"That's what this is about? I've already been kicked off the team! What more do you people want? I told them, I'm not on steroids!" Jean Paul paused as he looked at both mutants in front of him and shook his head.

"No…" Everything slammed into Jean-Paul's mind at once. These people… these mutants thought that he was… was…

"Actually, yes. Our Professor has this machine that can detect –"

"Great, last year I realize I'm gay, and now you're telling me I'm a mutie?" Jean-Paul turned away from them and looked out over the city. Life couldn't have made a better joke out of him.

Warren rubbed a hand through his thick blond hair as he shook his head at the negative comment that Jean-Paul threw at them.

Nightcrawler's eye's went wide when Jean-Paul told them that he was gay. He had tuned out Warren's lecture over the negative comment that Jean-Paul had made to digest what he had said.

"Gay?" Nightcrawler whispered.

"Jean-Paul, you will be safe with others like you. Our kind needs –" Angel began but was stopped when Jean-Paul almost spit at him.

"Our kind? God, you're worse than my mother." He paused to look at the two mutants standing in front of him. "Safe? Didn't one of you classmates just get murdered?"

"How did you…" Warren whispered.

"Hank" Nightcrawler said, sadness entering his voice.

The heat in Jean-Paul's eyes suddenly deemed when he realized what he had just done. Pity almost entered his voice. Almost.

"My father is the Canadian ambassador…"

"You're wrong." Angel said placing a hand on Jean-Paul's narrow shoulder. "When everyone else turned their backs on us, the X-Men took us in and –"

"Just. Leave me alone!" Jean-Paul said throwing his shoulder back to get Angel away from him and Jean-Paul took off at such a speed, Nightcrawler or Warren had no idea in which direction he went in.

Warren jumped into the air and floated there for a moment looking down at Nightcrawler.

"This makes no sense, the city is dangerous. We should find him." Nightcrawler said.

Angel nodded and took higher into the sky to try and get a better look of the surrounding area. Nightcrawler jumped onto the ledge and huffed looking out in the opposite direction that Angel flew off in.

"Gay…" He repeated again and teleported in a flash of fire and brimstone.

_**The Future:**_

Somewhere in the dead city of New York, Warren Worthington the Third, was standing on top of one of the tallest buildings still standing. After the war, New York was almost destroyed, most of it, not all of it though, and this is where he decided to train his X-Men. Something behind him stirred and he turned around, his enormous bird feather wings swept in a huge arc, a few loose feathers came lose as he completed his turn.

"Is it time?" Angel asked. Angel did not need to see the person floating there to know that Angel was not alone. Angel never saw the person he talked to. The figure was always cloaked in darkness, but something felt familiar about the tall figure. He didn't quite know, but he felt… a closeness to him that he had felt to only a few others. Angel would have never dealt with this man; he thought it was a man, if he didn't need help.

"Is it time for everything to come full close?" The dark figure asked. His voice seemed to drip with power, almost the way that… No, Angel knew that was impossible.

"Yes." The dark figure said. Angel looked up from the ground he was staring out, not even realizing that he was looking down. Something about the figure's response worried Angel. Was he reading my mind?

The figure floated a few feet above the dark roof top. Angel turned at the sound of an explosion and walked over to the edge of the roof. A huge firebird erupted from somewhere in the downtown area. He was worried that it would be his team, but the figure always assured him that the team would be fine. He wanted to ask how this person knew, but never got around to it.

"Is that…" Angel began, but the dark figure interrupted him.

"There isn't much time." He said, something in his voice almost sounded like… excitement. "Take this." The figure said throwing a small bright blue orb at Angel. The mutant caught the blue orb and looked at it with confusion. "Just throw it at them when they are all gathered together. It will work when all six are together." The figure said and then disappeared before Angel could say anything.

Angel could do nothing but trust the dark figure. He had never let the group down before, so Angel would trust him till he couldn't trust him anymore. But the energy signature was something to worry about… the Phoenix was never something to _not _worry about.

"I think he went this way." Conner said bending down and moving some of the built up dust that was on the ground. Conner was a very tall black teenage boy. Tall and lanky with short-tight dreadlocks. Conner was wearing the same battle suit that his teammate, Alex, was wearing. Standing up from the footprint he was looking at, he turned to face the girl walking towards him.

The girl was of a medium build but slightly taller than the average girl of her age. She had long black hair that seemed to curl at her waist and two thick bone claws protruding from her knuckles. She was wearing a skin tight leather one piece that didn't make any noise when she moved and an over-sized leather jacket, the girls of the group had no yellowish coloring to them.

"That was him Conner, but from on our trip here two weeks ago." She said with a slight laugh and turned to look at her other teammates.

"Wild Child, why must you taunt me like that?" Conner said to the back of his friend's head.

Whenever possible, Angel had always taught the team to use their code names, not their civilian names, although there weren't many reasons to keep the code names anymore. Much of their old world had been destroyed during the event and the years after.

"Storm, she wasn't taunting you, she's trying to teach you how to track. We can't rely on her all the time." Charger said leaning against a wall. Charger was the smallest girl in the group. Her shoulder length brown hair framed her face and sharpened her features. She had bright green eyes that looked like someone put emeralds in the center of them. She wore the same outfit as her comrade, Wild Child.

Storm just growled at Charger's comment and turned to the only other guy with him, Colossus. The man that stood before all of them was big, well, big was an understatement. The man had muscles on top of muscles. He made his legendary name sake look small. The man just smiled, never one to speak in these kinds of "outings."

"What I mean to -" Storm said but stopped at the sound of an explosion. They all looked at each other and then ran out the only door to find the source of the noise.

**The Present:**

Wolverine and Colossus were in the danger room, training. Neither one of them said a word. The machines that charged at them didn't even have a chance against the huge metal mutant much less the small little Canadian. After a quick run through, everything was destroyed, sparks flew and the oil from the machines glinted off of heaving muscles.

Colossus stood a few feet away from Wolverine as he ripped one of the robots in two from the head, throwing it over his shoulder.

"Hn." He heaved as he let go of the other end of the robot.

"Not bad Russkie." Wolverine said, as he stood erect from his crouching position. "Wanna try expert level?" More sparks exploded has Wolverine made his way through the wreckage towards his much taller friend.

"No. I want a real workout." Colossus turned his head and looked down at his friend. "I want you to cut me." Colossus took a deffanisve stand against Wolverine, but the small man didn't move; he looked more confused than anything else.

"Say what?" Wolverine said putting his metal claws back into his hands.

"You heard me, Logan. I want you to come at me with your claws." Colossus said tightening his fist.

"Don't be dense, kid." Wolverine put his fist at the level of his face and popped his claws. "I'll poke through you like you're a big dumb voodoo doll. These things are made –" Wolverine never had a chance to finish his thought as Colossus sent one of his metal fist straight at the older man's face.

Wolverine felt pain shoot through his face as Colossus fist made contact. He flew back a dozen feet before he crashed into a group of the destroyed robots. He growled as he tried to make his way out of the wreckage.

"Have you lost it?" Wolverine yelled at the young man. As he stood and a robotic arm fell off his shoulder

"We have a word for men like you." Colossus said, his voice getting soft and dark. "Sobaka."

With a yell of pure fury, Wolverine lunged at Colossus, claws extended and slashing against Colossus hard metal skin. The claws scrapped off Colossus metal and ripped his uniform in two. Colossus stared at the man as his uniform fell off him in shreds, but he never fought back as Wolverine attacked him.

Above the fighting mutants in the observation tower, sat Professor Charles Xavier and Emma Frost, who did nothing but watched the two X-Men fighting each other. Emma was pure fury as she watched in disgust, but not watching the young men fighting, but rather watched her friend, and once lover, Xavier just stare his student while they tried to tear each other to pieces.

"Charles, stop this!" Emma yelled at the man. "This is just plain barbaric!"

"My students are merely dealing with the loss of their friend." Charles said. Both his hands were clasped together under his chin. He never once looking at Emma, but instead looked at the two mutants fighting each other. "After a tragedy, young people often… struggle for ways to feel…"

"Wolverine is not a "young person" Charles!" Emma yelled marching over to the glass and slamming her fist against it, but it was no use. She feared that the glass was so thick that the two mutants below probably didn't even realize she was there. She turned to look at the man who had not moved a muscle. "The Rasputin boy has no idea what he's –"

"Colossus. His mutant name is Colossus." Charles said, finally moving, but he just shifted to one side of his wheel chair. Resting his left elbow on the arm of the chair, he took a deep breath and narrowed his eyes at the two mutants.

"Mutant name?" Emma said looking at the man. "Charles, what is wrong with you. When you were my professor, you told me that mutants had to find ways to connect with humanity, not to distance ourselves from them!" Emma finally started to calm down and noticed at a lock of her platinum blonde hair had fallen out of her pulled back pony tail.

"Yes," Charles said, leaning on one hand placed under his chin. "Well, my curriculum had evolved of recent, Ms. Frost." Charles finally looked away from the mutants below him and stared into Emma's eyes. "As have I."

"Charles, you and I need some space, and your students need a more… healthy environment. I'm going back to Chicago for a few weeks, and I'm taking whichever children want to come with me." Emma scaled at the Professor when he didn't react they way she was hopping too and she turned away and marched herself towards the sliding doors. Emma stole a quick glance back to see if she could get any kind of reaction out of the man she loved once, long ago, but nothing was there… Emma was afraid that Xavier may have lost more than just a student this time… She feared Xavier might of lost a piece of himself.

"Good luck in your endeavors." Charles said as Emma walked through the open doors.

Before leaving the room, Emma took one final look at the man she once loved. "You said you weren't going to push me away again Charles, and I'm going to hold you to that. I will be back. All you have to do is wake up and start dreaming again." And with a slight sound of the door she was gone, leaving Charles alone in the dark to think, watching two of his students attack each other.

**The Future:**

Alex was running for his life now.

The X'ers had found him, the mutant traitors that forsake their own kind for a better chance at ruling some kind of future. Another explosion rocked the alley that Alex had run down, ruble from the buildings started to rain down on him.

Any of the big ruble that managed to near Alex quickly shattered or just bounced off him. Alex smiled when he thought about using his powers. Now it had become so second nature that he hardly even realized that he was using his telekinesis in such a way.

Alex ran out of the alley and ran towards another alley across the desert street. Dust and ruble quickly followed him out into the empty street and he ducked behind another building, breathing hard. He heard something down the alley that he had hidden in and narrowed his eyes to get a better look.

"Alex, you don't have to run. I want to help." The familiar female voice said. Alex balled both his hands into fists and hissed.

"Jubilee!" The girl walked out of the shadows and Alex took a step back. Jubilee was wearing something along the lines of Alex, but the color of blood replaced the light yellows. There was no X on her chest. Her shoulder length black hair was loose and wavy as she walked closer to the younger man. She smiled as light start to crackly at her fingertips.

Never before had he hated someone of his own kind before. "You are disgusting, girl!" He said taking another step back. Jubilee just smiled and walked a little closer. Alex stopped when he heard another sound from behind him.

"M. Stop, he's mine." Jubilee said. The glow in Jubilee's hand stared to intensify with bright lights as she charged her mutant ability and pulled her hand up to her face, the lights making dark areas around her eyes. "I think I may have lied." She said with a laugh.

Alex felt something growing within him, something powerful. He saw Jubilee point her glowing hand at him, but he felt no fear. Something told him that he would be okay.

_ You will be okay, my son._

Something within him spoke and fire burst out of his body, consuming the entire street.

Blink was standing on top of a building in Times Square looking for any sign that she was needed. Anything would be better than just standing here waiting for Alex to find what he was sent after. Blink's long pink hair was pulled behind her back and tied towards the end of a pony tail.

Blink tried to calm herself, thinking about her past and everything that had happened to her to this point. Her past was filled with mysteries and holes in her memory. She hoped somewhere down the line she could find some answers. Out of the uniforms that Angel had signed to the team she was the only one that was allowed to keep her original uniform. That is the one that she was found in.

To be more part of the team, Blink had altered her uniform to combine it with the team's and what she came up with was her one piece green suit with black pants and a black jacket. She was rather proud of it and it did make her feel more part of a team, which was fitting since she really didn't feel anything nowadays.

While standing at the top of the building her mind began to wonder to the most recent events in her life. Angel had found her on the shores of the beach that ringed Manhattan Island. She couldn't remember anything at first, but after a few weeks some of her memories came back to her, much to her horror. But the main reason why she was thinking about Angel now was because the man was acting… strange.

_ I wonder what could_... She couldn't finish her thought. Towards the downtown area she saw a huge ball of flame come up from the buildings. But the ball of flame was turning into something...

"What is that...?" She said as she waved her hand and a pink/purple ring of light blinked around her and she blinked to the closest area that was not set on fire.

"Phoenix! Phoenix!" Storm called as he flew through the smoke looking though the rubble. Strom landed on the ground and more dust and smoke bellowed up around him. Putting a hand in front of him he summoned the elements of the world and the wind started to blow away from, clearing out much of the dust.

Looking behind him he saw Colossus emerging out of the dust and rush over to a pile of rocks which he quickly began to throw huge pieces of the broken building away from a pile. Charger quickly ran to another pile and began to dig through it, tears beginning to fill her eyes. Alex should have been around here somewhere! Storm floated into the air and thought about what had just happened… All the fire and… and that huge bird made of flame. Never before had he seen anything like that.

It felt… wrong.

Wild Child sniffed the air but there was too much smoke to find anybody. She quickly ran over to Colossus and began to help him dig through the ruble.

"I found something!" Charger yelled as another piece of rock flew away from her. Colossus ran over and started to through huge chunks of the building away. Wild Child ran over to help as Storm landed and began to walk around the area putting out the rest of the fires.

"Damn!" Charger hissed backing away and Wild Child popped her bone claws out.

"It's Jubilee!" Wild Child said taking a step closer, clearly knowing what she wanted to do. Colossus pushed out his thick metal arm to stop the teenage girl. "She is unconscious and most likely not going to bother us for quite some time." Wild Child just huffed and retracted her claws.

"All the better to finally get rid of her." Wild Child said as she walked away from the woman and towards Storm.

Charger, rolling her eyes, looked at Colossus and sighed. "What should we do with her?" Colossus just smiled and placed the rock back over her.

"Better safe than sorry."

Charger just smiled and turned to catch up with Wild Child and Storm.

"Ah!" Storm jumped back as a pink energy ring appeared and a purple skinned woman jumped out. Blink looked around the area and sniffed the air. She hadn't even noticed her teammates.

"Blink! You almost took off my head!" Storm yelled pushing himself off the ground. Blink wasn't saying anything, she was looking… looking for him.

"We haven't found–" Wild Child stopped as she heard a moan. She ran a little ways up and started to dig. "He's here!" She yelled as the rest of the group ran up to her. They all dug as Alex fell out of the rubble that he was stuck in.

"Phoenix!" Blink gasped as she pulled him out the rest of the way. The group all stood up as Colossus picked up the limp man. Cradling the smaller man in his arms, Colossus noticed that his teammate was stirring.

"Michael, I'm okay..." Alex said weakly as they all began to walk away. Colossus just smiled down at him, but didn't say anything. Blink hovered over him, or tried to hover over him and Colossus, bombarding him with questions.

"Is he okay? What can we do? What should I do?"

"Open a portal to Angel." Wild Child said and Blink nodded.

* * *

><p>Angel waited, looking out over the skyline of the broken city. That energy signature was… no. He wouldn't think about it. It was impossible… or was it?<p>

Angel shook his head, his greying hair waving back and forth and he watched a light appear at the horizon. Dawn already. His team should be coming back soon. He just hoped that none of them knew what he was planning. In fact, he really didn't know what was going to happen, except this dark figure told him that it would change this future, forever.

A snap in the air and Angel turned around to see his team of six X-Men emerge from a pink energy field. His team looked beaten, worse they looked defeated.

"We couldn't find anything, Angel." Wild Child said taking a few steps forward. Angel noticed Phoenix struggling in the arms of Colossus and had to suppress a smile. Colossus always was over protective. Angel held out his hand and the light blue orb that he clutched glowed brighter.

"What's that?" Storm said, looking at it oddly. Angel just nodded, his face looking grave.

"This is for our future." He said, throwing the ball of energy at the six. The glow split into six individual balls of energy and circled around the group.

"What are you doing?" Phoenix said, trying to struggle out of Colossus's huge arms, but something was blocking him.

"I'm sorry." Angel said as the little pieces of energy swirled faster around them and then they were gone.

"You did the right thing, Warren." The dark figure reappeared. His face covered in shadows, but Angel could see the whites of his teeth and he didn't feel very good about himself.

"There was nothing out there to find was there?" Angel asked.

"Of course there was."

"And?"

"He found it."

**The Present:**

Bobby and Rogue were in the inside swimming pool area trying to ice skate. Well, Bobby was trying to teach Rogue how to skate.

"Did you hear what happen on the front lawn earlier today?" Bobby asked as he spun around Rogue twice and flew off in another direction. Rogue was trying to stay on her own two feet while Bobby was shouting instructions at her in-between talking about the news that happened.

"Yeah, it seems that the guy is fine." Rogue said getting back to her feet and holding her hands out to keep her balance. "The others don't wanna talk till they can see him though…" Rogue said almost slipping, but catching herself before she hit her backside.

"Keep your knees under your hips." Bobby said as he did another rush past her.

"I think they might be in trouble." Bobby said.

"Really… I wonder what give ya that idea." Rogue said as she slipped and fell on her backside, eyes closing in pain.

"Well, I mean, it's just… strange. Having six teenage mutants pop up on the lawn like that?" Bobby said, skating up to the fallen Rogue and holding out a hand. Rogue looked at the hand and then back at Bobby, his smile was genuine and she smiled back at him, taking it and being pulled up by the young man.

"Bobby DRAKE!"

Bobby and Rogue both turned to see Kitty standing in her bathing suit next to the pool, looking a little irate.

"I can't believe you did this… AGAIN!" Kitty said shaking her towel at the other two.

The two teenagers tried to say something, but Kitty just screamed at the two. "Whatever! I'm so over it." Kitty said as she started to phase through the floor. "I got some eye candy I can be looking at."

After phasing through the floor and landing in the hall beneath the pool Kitty started walking down the hall thinking about what she would wear to meet these new mutants that she was talking about. As Kitty approached her door she heard a crash and without thinking she ran through the door into the dark room is was going to.

"Ororo? Storm? Are you okay?" Kitty asked as she made her way into her room that she shared with Strom. She stepped on a picture and looked down at it. The picture was of Hank and Ororo, before he had… She looked away from the picture and whipped a tear away from her eyes.

"Storm? Are you okay?" She asked as she looked in the dark room. She almost screamed when she saw her friend.

The woman was holding on to herself. Her long white hair had been cut, but looked like a drunk lawnmower had done it and not the scissors she was holding. She was wearing a lace net shirt and a dark bra under it. A black leather skirt had been torn all the way up to her waist and you could see the dark panties that she was wearing. She had found a matching pair of black leather ankle boots that were laced up as well.

"What do you think?" She said, the whites of her eyes completely destroying what color she had in the iris.

* * *

><p>The sun was beginning to set and Scott watched as his brother was loading Ms. Frost car with her luggage and his. Ms. Frost leaving didn't really bother him, it was his brother. The fall air was cool, but it was nothing compared to what he was feeling at the moment. He was so lost in thought that he didn't even notice the girl that was approaching him.<p>

"Aren't you going to say goodbye Scott?" Jean asked as she walked up to her boyfriend. Her shoulder length hair was shining brightly in the fading sunlight, it almost looked like it was set aflame, but that was impossible.

Scott was standing by a tree at the center of the front yard. It was a perfect place to watch people coming and going from the house. Scott almost smiled at the thought of hitting the car with Ms. Frost and Alex in it with his laser beams, but he also knew everyone would be disappointed in him for that too.

"Why should I? Professor X and I welcomed Alex with open arms, but he'd rather run off and play teacher's pet." Scott didn't even look down at Jean's hand when she placed it on his arm. He was fuming with rage.

"Hey, come on. Do you want to go on a walk?" Jean asked grabbing Scotts chin and pulling it down so he could look her in the eyes. She could have looked into his eyes forever… red or not.

"What did you have in mind?" He finally said, smiling.

Jean smiled back at him, but she felt something… from outside and within. Something was happening.

Scott looked down at his girlfriend with a frown appearing. "Jean… what's wrong?" Scott thought he saw something in her eyes, something red, almost a flame.

"Scott!" She said pointing at something from behind him.

Scott turned around expecting to see Ms. Frost and Alex leaving, but they had already pulled out and seemed to be long gone. Instead Scott saw something that he couldn't really explain, except to say that six tiny blue dots of light twirling around in place. He took a protective stance in front of the woman he loved as the blue points of light started to form figures.

"Jean…I think we should get the professor." She nodded, but didn't move.

"Jean…" Scott said with a growl.

Jean was about to turn around and run when she saw the figures that were coming from the light.

"Wait, Scott. Look." She pointed at the figures as they formed six human beings. Well, six teenagers in fact. They couldn't be much older than Scott or herself.

"Who are you?" Scott said pointing at the six teenagers.

The six teenagers took defensive stands as soon as Scott spoke to them. They looked like they had been trained for war and were prepared for anything. Jean noticed that they looked like Wolverine… well their fighting stance, but one of the girls in the group. She did look like Wolverine, almost like a younger sister, or daughter. Jean also noticed that one of the males, a very big and metal looking male was holding someone.

There were three males and three females.

"Who the hell are you?" The girl that looked like Wolverine said.

Jean ignored everyone and concentrated on the teenager that was being held. The blond boy looked to be hurt, badly.

"Scott. He's hurt!" Jean said and with that, everyone seemed to have forgotten what had happened. Jean rushed over to the teenagers and spoke quickly.

"Come on! We can help him."

Without thinking the others rushed after her. Jean was shouting orders at everyone. She finally noticed that Scott had rushed right behind her, his leader instinct taking over right away.

"Scott. I need you to go get the Professor.

Scott nodded and ran in a different direction as the group of teenagers entered the doorway to the main hall of the mansion.

* * *

><p>Jean-Paul was walking the dark streets by himself, thinking about everything that had happened to him. He didn't know how it could have gone so wrong. He shook his head and put his hands in his jean pockets, as he passed an open ally way he heard a noise.<p>

"Wo…" He said taking a stand back as a huge man walked out of the shadows. The man was a very powerfully built man. Jean-Paul had never seen someone with so many muscles, not even the gym he went to on a regular basis. Jean-Paul thought the man would have been extremely attractive, if he wasn't so old.

"C'mere." The man said in a very ruff and deep voice.

Jean-Paul smiled at him and shook his hands at the older man. "Sorry, not into older dudes."

The tall man's eyes flashed red and a diamond shaped object on his forehead flashed the same color.

"I said, come here." This time it was'tn a request, it was a command and Jean-Paul seemed to have to follow it. He didn't know why, but he started to walk closer to the man.

The man smiled and pointed deeper into the ally. "That's a good boy, Now get up against that…"

Jean-Paul swallowed as he did what the man said. He noticed something on his huge forearm and the man smiled.

"What? You like my ink?"

"Sinister?" Jean-Paul asked.

The man huffed as he pulled something out from behind him. "Careful, son…" The man pointed a gun at Jean-Paul who screamed.

"It's Mr. Sinister, to you."

A bang filled the air as Mr. Sinister shot the young mutant.


	2. Issue 47

Ultimate X-Men:

Issue 47

The Tempest Part 2

Jean-Paul screamed as the bullet left the gun and flew towards him. He tried to move, but it seemed like he was frozen from the fear. He watched in horror as the bullet zoomed towards him, but then slowly started to stop. The bullet finally stopped just a few inches from his chest. Jean-Paul moved his shaking hand and touched the bullet with one finger.

"What the?" Jean-Paul said as he pushed the bullet away from his chest.

"It's alright, Jean-Paul. Everything's gonna be okay." A female voice said and Jean-Paul looked to his right to see a red haired teenage girl wearing an X-Man outfit appear out of the darkness and stand next to him. Jean-Paul would have been surprised, but something inside him almost commanded him to be calm.

"Don't lie to the kid, Marvel Girl." Jean-Paul turned to his left to see a tall man wearing something along the lines of what Marvel Girl was wearing. At least that's what Jean-Paul thought the girl went by. That's what the magazine and newspapers were calling her anyways.

But something about the boy was different. His uniform looked like it was made from Marvel Girls, but older, and it looked like it had been through more... something, Jean-Paul thought.

Jean-Paul looked at the man who was wearing the form fitting shirt and tight black leather jacket.

He was beautiful. Almost like the Warren guy he had met earlier, but this was more of a natural beauty. Warren knew he was beautiful and that changed the way people looked at him, this guy, he either didn't know or just didn't care and that was a form of beauty in itself.

"I wasn't lying, _Phoenix_…" Marvel Girl seemed to twist the words around her mouth, almost as if she didn't approve of the name she was using. "Besides, you are here for training and should shut up." Marvel Girl turned her full attention back on Jean-Paul. "My name is Jean Grey. I'm an X-Man."

"And his name…" Jean-Paul stole a quick glance as the man smiling at him. He blushed and quickly turned his gaze back to Jean. She smiled at him and shook her head.

"He refuses to give it to us. He goes by Phoenix. I'm here to tell you that we have telepathically entered your mind so we could take a walk down memory lane together." She looked at the bullet and then at Jean-Paul. "You see, in another millisecond or so, you're going to be shot."

"I'm dead?"

"No, apparently you have very good reflexes, a bullet meant for your heart ended up only grazing your lung." Phoenix said moving the bullet back towards Jean-Paul and pointing it right next to Jean-Paul's left lung.

"Really?" Jean spat at Phoenix.

Phoenix smiled at the girl and knew it wasn't a question, but more of a statement that he was getting to her.

"Well, it could be a little more over here… I'm not a surgeon." Phoenix's smile deepened as he moved the bullet an inch further to the right.

"That's not what I meant and you-"

"I know what you meant Jean." Phoenix sneered.

Phoenix didn't fully understand why this girl got to him so much, he should be grateful, if it wasn't for Jean, he could of died. Well not died, but his recovery would have been stunted to say the less.

Phoenix still didn't fully understand what was happening or how he got here. How his team got here. One moment they were standing on top of a broken building and the next they were in a green field, seemingly in the past.

"Wait, we're in the past then?" Jean-Paul said bring Phoenix out of his mind.

"No." Jean shot Phoenix a dirty look before he could say anything. "You are in a comatose state at St. Vincent's but the doctors say you have an excellent chance of recovery. I know that sounds scary, but you're really very lucky."

"Lucky?" Jean-Paul shouted. "I'm in a freakin coma!"

"At least you're not dead." Phoenix said.

"What?"

Jean rolled her eyes at the mutant. She… she really didn't know how she felt about Phoenix. She thought she would of felt better if she could enter his mind and read his thoughts, but his mind was locked up tighter than Wolverine's.

And that was saying something. The passages in Phoenix head made Wolverine's look like an open parking lot.

Jean shook her head; this was neither the time nor the place. "Last night four other mutant kids were shot by the same weapon that shot you. You were the only one who survived."

Jean knew Phoenix was eager to learn, but she was more experienced in trying to get people to do what she wanted. Or at least she thought she was, she hadn't had a real chance to talk to the young man and not being able to enter his mind just irritated her even more.

Phoenix claimed he had never trained his telepathic powers, that he didn't even know he had them till he came here.

Here. Phoenix and his team said they were from the future… a future that they did not want to talk about. Jean balled up her hand into a fist, for not having knowlgde of telepathic powers he picked up anything that she or the Professor showed him.

The rest of these "Future X-Men" had just as many psi shields around their heads as Phoenix and that worried her…

"We were hoping you could show us the dirtbag who did this to you." Phoenix said since Jean had seemed to have lost track of where she was.

"No." Jean-Paul said looking up into Phoenix's eyes. "I don't want to see him again…" Jean-Paul's face twisted in pain as tears started to well up in his eyes.

"Jean-Paul, please." Jean said as she came back into focus. "You don't want this to happen to anyone else, do you?"

"What I want is to be awake again!" Jean-Paul said.

Jean smiled at him, a sad smile, but a smile she thought that would help him. "That can't happen until you allow yourself to move past this point."

"His eyes… They made it hard to think… to move." Jean-Paul said.

Phoenix put a hand on Jean-Paul's shoulder. "He can't hurt you now, JP." Jean-Paul looked up at him and smiled.

"JP... Only my…"

"Come on Jean-Paul," Jean said as she grabbed his hand. He looked down as Phoenix grabbed his other hand. "We will all do it on the count of three." He nodded his head and Jean began to count.

"One." Jean said looking away from Jean-Paul and looked at the source of the bullet.

"Two." Phoenix said looking away from jean-Paul.

"Three." Jean-Paul said and the darkness around them disappeared as the body of Sinister appeared before the group.

"Sinister!" Phoenix said before more blackness took over everything.

"AHHH!" Jean-Paul screamed as he shot out of his bed.

"Thank you, Jean-Paul." Jean said as she turned to look at Phoenix, who looked with horror at the man in the bed. "I will talk to you later." She said as she turned to look at Phoenix.

"Where...?" Jean-Paul mumbled.

"You're back in the real world. This is my new friend Peter." Phoenix said placing a hand on the bed and waving the other hand towards a very large man leaning against the wall next to the bed. Peter stood up from leaning and took a step closer behind Phoenix and waved at the young man. "He watched over you all last night to make sure you would be safe."

Jean stared at Phoenix and thought about his reaction at what he saw more than what Jean-Paul saw. Could this be something about the future?

She would have to ask the Professor.

Jean-Paul smiled. "Are all your male recruits so astrictive?"

Peter's mouth dropped and Jean smiled. "Maybe once you are better, you can join and find out." She looked at Peter and then Phoenix. "Come on studs. We have work to do."

Phoenix smiled at the young man in the bed and shook his head. He slowly walked out of the room behind the two other X-Men and mentally closed the door behind him.

Phoenix thought that he might actually like this time and not want to go back, if he could.

* * *

><p><em>Six hours earlier…<em>

"You're from where?" Scott said in mock disbelief.

The five teenagers stood on one side of the bed that held their leader in it. Scott, Jean, and the Professor were one the other side.

"Like I said…" The pink skinned girl was talking. "We are X-Men; we have come from the future to... well I don't really understand it myself, but I think the only thing we can do is help you."

"I still can't believe you didn't tell us anything!" The huge man, Colossus, said.

"We will have words about this." The man calling himself Storm, said.

The two men were talking to the pink skinned girl and the teenager sitting in the bed. It seemed that the two had more information about what the mission was than the rest of the group.

"We are supposed to be a team!" One of the women was saying, Scott thought that the pink skinned girl called her Charger.

"Stop it." Professor X said to the fighting teenagers. "This is a lot of information to take in at a time like this. I have tried to scan your minds, but something is blocking my…"

"We have psi shields." The girl calling herself Wild Child said. "In our time, the government first used mutants against other mutants before the real wars started. Their weapon of choice was telepaths. Later the reactivated Sentinel program also used the same type of psi waves."

"But these shields are… something else." Jean said holding a right hand to her temple. "I have never seen anything like it."

"But what are you doing here?" Scott cut in, wanting some kind of answer to five six teenagers appeared on the front lawn.

"Scott, please." Professor X said before anyone else could say anything. "I'm sure these children have gone through some ordeal, not to mention… Phoenix… being in this condition. I feel that…" The Professor stopped talking and gazed off at nothing.

"Professor?" Scott and Jean said as one.

"No!" Phoenix yelled as he shot out of the bed.

Everyone jumped back as the boy fell back down on the bed, breathing hard. The Professor rolled up next to him and placed a hand on his forehead.

_Can you hear me? _He asked Phoenix.

_Yes. I'm sorry that I haven't been able to talk to you until now. I will be able to tell you everything you need to know, I'm sure you have plenty of questions. But someone has been shot._

_ Yes, I felt it too._

Xavier looked up from Phoenix and towards Scott and Jean. "I need Jean and Colossus to get ready for a trip to the hospital in New York-"

"I want to go as well." Phoenix put in.

Xavier looked at him and finally nodded. "As long as you feel up to it. I don't want anything tearing that we just fixed. Jean and I will give you a crash course in telepathic powers before you go too."

Xavier looked at everyone in the room. "A lot has happened in the past two hours. Nothing will go beyond this room and us. Is that understood?"

Xavier was including everyone in the room, even the future X-Men. He knew that everyone on the campus already knew what was going on, but he hoped to control the new information from this point forward. If there was any new information.

"Professor!" Scott roared. "I don't think that's-"

"Scott." Xavier said simply. "You have your orders."

Scott looked down at the floor and just nodded. "Yes, sir."

* * *

><p><em>Midtown Manhattan, Later after the shooting:<em>

"Hey, What do you call four dead mutants?" A deep voice said from within the room the Wolverine was standing near. Wild Child was standing on the other side of the window looking at the man. He wasn't moving, barely breathing, but yet Wild Child knew that he was getting everything she was, maybe even more, or lack of. She could barley sense anything.

"If you say, "A good start…"

Wild Child decided to keep out all the voices she was hearing. She needed to focus on everything around her. There was so much life in the city, never before had she had to deal with so much.

In her time, the city was almost a barren waste land and everything going on was… overwhelming. She closed her eyes to see if she could pick anything up, but there was nothing, it was almost like a lack of something that she was picking up.

Wild Child opened her eyes when she heard a grunt from the man she was standing near.

Wolverine had entered the room.

Wild Child stayed where she was as her training had taught her. They always needed a back way out. It may not apply in this time, but she felt like it was a universal theory and should be practiced.

She heard the man jump back up on the window seal and he pointed at her and then down at the ground. They both jumped off the three story building and glided down to the ground without the humans inside the apartment building ever knowing they were there.

"You pick anything up?" She asked him. He just grunted at her as he landed and stood straight up.

"Much like yourself, kid."

"I think… There was a lack of something." She said looking confused

Wolverine smiled at her and nodded.

"You might be the real thing, kid." She smiled up at him and took her long hair out of the pony tail she liked to keep it in during fighting. Her hair caught in the breeze and Wolverine sniffed, eyes slightly widening. "Yep, might just be the real thing.

* * *

><p>Xavier's School of Gifted Children:<p>

"Ahh!" Rouge yelled as Cyclops' eye beam hit her in the left leg and she fell to the floor.

"You are dead, Rouge." He said coldly.

Rogue looked up at him with hate in her eyes, she couldn't even sit up from her position he had hit her so hard.

"Say's who, Cyclops? That was just my lag!" Rogue yelled at him, trying again to sit up.

"If that had been a bullet, it would've hit your femoral artery. You just lost five points in ten seconds. NOW get off the field."

"Punk." Rogue said as she finally was able to get to her feel and walked to the side of the field were the "future" X-Men stood.

Cyclops smiled as Rogue walked away and looked up into the sky to find Angel. "Angel, what's going on with the dirty bomb?

Angel, flying high in the sky was holding a football and flying in a circle. The wind he was creating was making his thick blond hair fly back. "Fine, I guess. I don't understand why we are doing our midterms now. The Newspapers are saying this was one of the worse mutant massacre's since…" Angel yelled and dropped the football as a flurry of snow flew up and at him.

Angel flapped his wings and stayed in place, holding his arms up around his face. He looked out around him and saw Iceman flying towards him on one of his ice slides.

"Fumble! Eat it, Angel!"

"Iceman, stop! I won't be able…" Angle didn't finish his sentence as he fell to the ground far below. Iceman slid down to where Angel had fallen, thinking of all the funny things he could say, but just didn't know which one to say first.

"Hey, Angel too bad you…" He stopped as he looked down at his chest. There was a hand through it and holding the football.

"Hands off, Snowman! It would hurt terrible if I went all solid on ya." Kitty said

"Man…"

Kitty pulled her hand out of Iceman's chest with the football and walked over to Scott handing the tall man the ball. "Here you go Slim. The mock terrorists mock lose again!" She said proudly so everyone on the field, including the new X-Men could hear.

"Kitty," Scott said with the sound of annoyance in his voice. "Your phasing powers disrupt electronics. If this had been a real nuclear device, Westchester would be a crater now.

"Oh." She said weakly.

"Listen, guys." He waved to the other four mutants to join them. "I know our minds are elsewhere, but the fact that someone is out there killing our people means we have to train harder than ever." Scott looked at everyone and then smiled. "At least we have some new team members for now to train with. Now, let's try it again…"

Scott nodded to the new X-Men and waved the four others off the field. He didn't like how Xavier gave these "Future" X-Men free reign, but is the Professor could trust them, why not him?

* * *

><p>Professor X sat in a wheel chair looking at the man towering over him. Nick Fury was not a happy man, Xavier had noticed ever since he had taken control of the X-Men he was never happy. Xavier had to smile at that.<p>

"I can't do this alone." Was all he said as Nick turned around and crossed his arms over his chest.

"Charles, we shouldn't even be having this conversion. This is a matter for local authorities, not a federal defense agency."

"General Fury, SHIELD may be our only hope for finding the person responsible for these homicides." Charles wheeled himself closer to the man. "One of my students has learned that this "Sinister" character possesses some king of hypnotic power, but I have been unable to locate him with my Cerebro unit."

Nick turned around to look down at the man. "Which means he is not a mutant?"

"Perhaps. Sinister's abilities may be the product of genetic engineering."

"But you don't have proof?"

Charles rolled back in his chair and almost yelled at the man, almost. "Proof? Four mutants are dead!"

"Yeah, all shot with the same forty-five…" Charles zoned out Nick's excuse for not wanting to help, he had a lot to think about and this meeting should have been over by the time he knew Nick wouldn't help.

"Charles, you'll be in my thoughts. Contact me if anything else is found. Fury out." Nick said as he disappeared from Charles mindscape.

"Oh, by the way. I have six students from the future…" Professor said as he too left the astral plane knowing that Nick couldn't hear him. What was he going to do with six new students claiming to be from the future? The worst part of it was, Charles didn't think they were lying.

* * *

><p>Out on the roof of the mansion Storm stood, floating a few inches above the roof. She was making it rain over the school and about a mile in every direction. She didn't even move her head when she heard the familiar BAMP of her friend teleporting nearby.<p>

"Go away, Nightcrawler."

"Katzchen told me of your new look Storm. It is… interesting." He said has he jumped down from the chimney. The rain battering against his face. Kurt didn't even bother to try and block the rain water from getting into his eyes. He knew it was useless when Storm was controlling the weather the way she was.

"Leave me alone." The woman said in a voice that sounded like death.

"The Professor is having a meeting with the Future team, he request that you finally meet them."

"Nightcrawler… Do you want to test how fast you can teleport? I'm about to call forth lighting in about three seconds."

Nightcrawler didn't even move. He looked sad, sad and worried as Storm turned to finally face him and fly towards him.

"I am sorry, Ororo. I know how much Beast meant to you."

"Shove it. I want to be left alone." She growled as lightening blossomed around the corners of her eyes.

"I remember when the men from Weapon X turned Hank into… something different. I remember you wanted to kill them, but I would not let you. I did not wish to see you become a monster too." He stood from his sitting spot and stretched. "How sad Hank would be to learn it took his death to do that." Nightcrawler teleported away before she had a second to react.

"I say two seconds…" A male voice said and Storm turned to see a black teenager floating in the spot she had been at.

"Storm…" She said. "It could get confusing." She said with a dark smile.

"That would imply that you are going to stay." The boy said.

"I don't want your pity."

"And I won't give you any. I don't know you, nor did I know this Beast. But I understand loss…"

"How could you possible-"

"Live in a camp designed to murder mutants. Live in fear every day that you or your friends will be murdered on sight. Watch as an entire city is destroyed and you can't do anything to save it." The storm around them slowly started to disappear as the young man recounted some of his life experiences and the woman slowly floated to the top of the roof.

"When you live through that, I will give you pity."

Storm looked up at him, tears filling her eyes.

"He didn't deserve…"

"No one ever does, Ororo… I won't give you my pity, but I will give you my friendship." He said has he held out a hand.

Storm took his hand and looked up at him. "Tempest."

"What?"

"Your new name will be Tempest." He smiled at her and he nodded his head.

* * *

><p>Inside the school all the students, safe Storm and Tempest were waiting in the newly named McCoy Memorial Hall. Professor X wheeled himself in taking note at how everyone was sitting. He smiled has he thought the new students, the Future X-Men, where already making friends and getting along with everyone.<p>

Jean, Cyclops, Blink and the future Colossus were sitting together talking about a training session. Kitty and Charger were talking when Nightcrawler teleported next to them.

Phoenix and Peter were talking quietly to one another with Warren sitting in a row behind them, trying not to ease drop but doing horrible at it and finally Iceman and Rogue.

"Thank you for coming, my X-Men." Professor X took note that neither the storms were with them nor was Wild Child and Wolverine, the latter two he knew about however.

He smiled and looked at the door as both the Storms walked in. "Welcome Stor-"

"I'm going to go by Tempest until we leave the group Professor." The male Storm said before he could say anything else.

"Oh! And I will be going by Phase as well. There is no need to confuse everybody with the same codenames." Professor X nodded his head and motioned for Tempest and Storm to take their seats. As Storm walked up the steps she put a hand on Nightcrawler's shoulder and squeezed before moving up to take seats behind Peter and Phoenix.

Cyclops stood up, "Professor, I've already come up with a few different attack plans to locate and neutralize this serial killer. I was thinking…"

"Actually, Cyclops, we will not be involved with the hunt for Sinister." Cyclops sat down like a ton of bricks had landed on him. "After the debriefing from Jean and Phoenix, I feel that for the foreseeable future, none of you will be allowed to leave the grounds."

"What!" Warren and Peter said. Peter looked down at Phoenix for an explanation and Phoenix shook his head.

"In our future Sinister was already destroyed… but… the death toll was too much. And that was by trained members of the X-Men. The future you, but more –"

"Stop." Xavier said. "You told me enough. The future is for the future. I am not basing my decision on what Phoenix has told me, but this is a human being, I don't believe we are dealing with a mutant."

"Professor…" Phoenix said…

"Most cops don't want to catch this guy." Wild Child said as she entered the doorway. Everyone turned to look at her and saw Wolverine enter behind her as well.

"And the few that do, won't." He said leaning against the door frame.

"You have information then, Wolverine." Charles asked.

Wild Child walked up the stairs and took a seat next to Phoenix, she whispered something to him and he nodded.

"No, I got jack which is the scary part. Me and the kid just came back from the crime scenes and there was nothing. No scent, no tracks, no nothing."

"Much like from our time." Wild Child said. "But I will say something was missing… I think if we can figure out that…" She could finish what she was thinking, hell, she didn't know what she was thinking.

"The problem is, he ain't human and only we can find him." Wolverine said.

Professor Xavier closed his eyes and placed a hand on his forehead.

"Very well, but this mission is strictly for the senior class, sans some back up from the future team. Angel, Shadowcat, Rogue, and Iceman will stay here. I would ask that Blink, Charger, and Phase to stay behind as well." Xavier listen off a number of people. The future X-Men all nodded and agreed without hesitation. Xavier thought that was a good sign of training. He wanted to ask who their trainer was, but when Xavier was talking with Phoenix, he had to limit what he was going to talk about.

"Hey! Why do I have to stay, I've been holding my own since day one!" Bobby yelled jumping up from his chair.

"The Professor's decisions are final Bobby." Cyclops said putting a hand on Bobby's shoulder. The Future X-Men names that the Professor did call looked at Phoneix who nodded before they agreed to anything.

Xavier also took note that his team was loyal to him. He might have to remedy that. But of course it could just take time. Phoenix's team respected Xavier, he knew that, but that did not earn their trust just yet.

"The rest of you will split up into three groups of three. All five shootings took place in Manhattan, so it makes sense to start there." Professor X said.

Cyclops stood up and nodded at the man, "Thank you, sir. Jean, Phoenix, and I will search uptown, Storm, Wild Child, and Wolverine will take –"

"I appreciate you recommendations, Cyclops. But the teams will be comprised of you, Colossus, and Phoenix. Marvel Girl, Nightcrawler, and Wild Child. And Storm, Tempest, and Wolverine."

"But!" Cyclops said placing a fist on the table.

"The Professor's decisions are final…" Iceman whispered to Scott.

"Shut it you –"

Enough!" Professor Xavier shouted. "If your target is found, you will report back to me. Sinister is under no circumstances to be approached. Whatever we are dealing with it is evil beyond comparison."

* * *

><p>Somewhere in a dark windowless room Sinister was sitting at a table, cleaning a gun.<p>

"Four… Four in one night." He said to himself. His voice was off; it no longer held the confidence that it had the night before, while killing the four mutants.

"A single slug in the left vvh-vuh-ventricle of each of their beating mutant hearts, just as He asked." He whimpered.

"Save yourself congratulatory muttering sinister." A voice told him.

"Lord?" Sinister said looking around as his eyes began to glow red and the diamond on his forehead glowed.

"Were it not for your carelessness, you would have had five." The voice said in a not very pleased voice.

"Fu-fuh- forgive me, lord!" Sinister said quickly getting up from his chair and putting the gun down. Sinister turned his view to a dark shape that was taking form in the corner, the voice seemed to be coming from there.

"You will know my grace only when you have delivered all then innocent souls you promised."

"And you shall have them soon!" Sinister said going to one knee. "This I swear, Lord Apocalypse."


	3. Issue 48

Ultimate X-Men:

Issue 48

The Tempest Part 3

"I'm bored!" Iceman said as he slammed an ice rod through one of the monsters that Xavier had created with the danger room. "Why are we playing with these lame Alien rip-offs, when we could be looking for whichever whackjob is out there killing other mutants?" He groaned as he turned around and threw a few ice balls towards another charging creature.

Up in the observation deck Xavier and Blink were watching the group train below. Blink sat in a chair next to the older man and looked bored too, but she didn't say anything, she just sat there waiting for Charles to talk to her. A part of Xavier was grateful that the woman didn't say anything. That she and her team were working with him instead of butting heads with him.

But of course a part of him was upset that he was happy about that. Xavier knew he was getting old, he just didn't want to quite accept it just yet.

"Blink, I understand your boredom, but I know you all have excellent trained skills. Furthermore, I can't really think of anything to train your abilities without using real objects." He held up at hand before she could say anything thing and he pushed a button. "And Iceman, you are not hunting for Sinister with your elder classmates precisely because of the flip attitude with which you approach these exercises."

Blink waited for the professor to look at her before she said anything. "Well professor, when you have trained in a war zone much of your life, you tend to pick some things about your powers." He nodded and went back to watching the rest of the X-Men fighting the battle simulator. "Besides, I can learn just by watching how the X-Men move. You would be surprised at how much you can learn, really." Blink said as her eyes glowed a soft pink and she leaned forward watching everybody work.

"Professor," Iceman said sliding over to help his fellow class mate, Rogue. "If you had let me go into the city, this psycho would already be in deep freeze." Iceman shot a powerful blast of ice towards the creature and it froze, solid.

Rouge was being held by one of the tentacles of the creature as Bobby slid past her, shooting more ice out of his hands and laughing. "Forget the cold shoulder, Bobby. If ah got my hands on that guy, I'd drain every last drop of life from his hide."

"Rogue, if we murdered Sinister, how would we be any better than –" Angel said as he flew past the two and slammed his feet into the one holding onto Rogue.

"Oh, please." Rogue said as she landed on her feet when the creature let her go. "You don't believe that line do you Wings?"

"This coming from the chick who used to work for Magneto?" Kitty said as she phased past two of the monsters trying to attack her. When she completely phased through the creatures she sent her foot towards the heads of the closest creature and sent it flying away from her.

"That ain't fair, Kitty." Rogue hissed as she punched one of the creatures coming towards her. "I was just a dumb kid back then. Besides, even Magneto never hurt his own kind…"

Phase ran through a group of the monsters to get where the girls where and quickly went solid as he sent his fist to the closest enemy, punching it with all his might. Phase quickly turned around phased through an oncoming monster and turned around, going solid once again and punching. "You would be surprised at what Magneto can do, child."

Charger was right behind the man kicking and punching whatever tried to make its way to the two mutants. "Chill Phase, they don't know how ruthless Magneto can be… In our time…" Charged feel to the ground and picked up a medium size rock, she quickly charged it with enger and hurled it towards a creature that was coming towards her.

With a burst of energy the rock exploded next to the creature and it was down.

"Player's standby: Callsign Dazzler entering Danger Room." The computer voiced over the speakers. Without another word from anyone, the woman, Dazzler appeared in the center of the fighting.

"Look out nerds! Ali Blair is back from the party!" She screamed as light burst from her hands.

The simulation came to a stop as the monsters disappeared and everyone gathered around her.

"Man, I forgot that we started accepting losers on the team…" Iceman said looking at the drunk girl laying on the ground.

"She smells… horrible." Rogue said covering her noise.

"Wicked." Charged said with a sick amusement in her eyes.

Phase, Angle, and Shadowcat just looked at the woman as she puked over herself and they all took a step back.

* * *

><p>In the city, the X-Men landed their X-jet on one of the taller buildings in the area. They each, one by one walked out of the jet.<p>

"I think we should get a bigger jet." Phoenix said as he walked off the platform and looked out over the city. "Wow." He said as he walked towards the edge of the building. Never before had he seen the city look like this, and never before had he seen so many people in one spot. This was… amazing.

"I know. It's what I said when I first came here the other day." Wild Child said as she walked up behind Phoenix. The others slowly walked up around them.

"Is it different when you come from?" Jean asked standing close to Cyclops and Nightcrawler.

Phoenix turned his face to her and nodded. His shoulder length reddish hair blew away from his face as he said, "Yeah… most of the city is abandoned, and what people do live there its only because they are not allowed to leave. Just the last part of the war, New York was turned into a camp controlled by the X'ers."

"X'ers?" Colossus asked?

"Team, we don't have time for this right now. We have are mission. Everyone clear?" Cyclops said, his voice sounding ruff, but also sounding a little disappointed. "When we get back we can continue the conversation."

Everyone nodded. "Jean's uploaded the visual of Sinister she got from the Beaubier kid's memories directly into all of our occipital lobes. Contact the Professor if you spot anything. Sinister's got some kind of hypnotic stare, so do not engage him alone."

We a final nod from everyone, Nightcrawler took hold of Wild Child and Jean then winked at Cyclops before he teleported them away.

"Come on." Tempest said as he floated into the air and began to fly away. Storm took a hold of Wolverine and quickly followed. Cyclops waved a hand and Colossus nodded. Phoenix winked at the big man while walking past and smiled. Colossus blushed a horrible red color before quickly following.

* * *

><p>Nightcrawler and his two female mutants reappeared on top of another building in the area overlooking the rest of the city.<p>

"If there is a man alive whose buttons are easier to push then your boyfriend's, I have yet to meet him." Nightcrawler said letting go of his two friends and smiling a very devilish smile.

"You're dating him?" Wild Child said popping her claws and squatting on her knees, sniffing at the air and looking over the edge of the building.

"Yes, and don't be too hard on him guys. After what happened to Beast, I can't blame Scott for being a little… uptight." Jean said looking down at her feet. Something about Wild Child reminded her of Wolverine, well besides the obvious stuff that was.

Wild Child got to her feet and walked around the roof making her way back to the two talking mutants who know moved on to talking about how many mutants where in the Harlem area.

"Hey!" A man's voice yelled at the three mutants.

Wild Child pointed her claws at the boy. "Who are you?" She asked calmly, the same calm that Wolverine acted before he was about to "off" someone.

"I have been waiting for you cowards to show yourselves on my turf!" The kid said. The teenager had no physical body that the three mutants could make out, just a blackish glowing yellow form.

Almost like a sunspot.

The teenager pointed his hand at the three and a burst of flame shot out of his hand and landed near them. Kurt jumped into the air as Jean jumped back; the only one who didn't move was Wild Child.

Worried for her friend and new teammate, Jean held up her hand and fire appeared in it. A same type of flame appeared in her eyes as well.

"Ashes." She said in an even calmer voice then Wolverine could muster up. Wild Child watched as the Phoenix flame enveloped around her. The power she was pulling from the universe was immense, but it wasn't meant to kill. Wild Child knew this as her eyes widened. She could not believe what she was staring at, this was the same type of energy that Alex used… almost down to the exactly degree of the flames.

"How?" She said finally taking a step back from the flame bird.

The boy flew back with the force of the blast as his power was slowly drained from him. "Who are you?"

"Who are you?" Jean asked as the flame bird slowly started to die around her and she walked up to the young man.

"My name is Roberto DaCosta, neighborhood watch! I have been on patrol ever since you hell creatures started putting holes in mutants like me."

Nigthcrawler walked closer to the depowered mutant and put a hand out to him, hoping to calm his nerves. "We are looking for the same killer as you!" He said looking at the young man and finally taking his hand back when Roberto never took it. Wild Child shook her head, realizing that this was not the time or place to be looking at Jean with an open mouth. She decided to walk over to Roberto and pull him off wither he liked it or not.

Jean rolled her eyes at the young mutant. "We are the X-Men."

"I've heard of your little club." Roberto said as he pushed himself away from Wild Child. "So you have finally decided to climb down from your ivory tower and grace us "second-class" muties with your presence?"

"How dare you!" Wild Child growled as she took a few steps forward. Nightcrawler held a hand out to stop the girl and Jean moved to block her from Roberto's path.

"We just want to help." Jean said.

"Really? Where was your help when some ignorant bigots torched my apartment because of what that cabrao Magneto did to the President?"

"What?" Wild Child said calming down.

"Where was your help when my friend Angelo was beaten within an inch of his life simple because the texture of his skin?"

Wild Child looked from the teenager to the people she called X-Men, people that she believed where legends in her time because of all the good that they did. X-Men because Angel, her mentor had told her that they were X-Men.

Could he be wrong? Could she? What could that mean for her?

Everyone looked down at their feet. Wild Child quickly recovered and shot daggers at the man who was walking towards the door off the roof. "No, we have learned to live just fine without your charity. Whatever you're offering now is much too little, much too late." Roberto said as he walked through the open door and slammed it shut behind him.

"Man…" Jean said.

Nightcrawler didn't say anything and Wild Child just spit at the closing door.

"Doesn't he know WE can't do everything? Why should I help someone who doesn't help themselves?" Wild Child said as she turned away from the door. She was upset, but at the same time, she knew that the X-Men couldn't save everyone… but still something gnawed at the back of her mind.

Jean and Nightcrawler smiled at their new teammate and then put hands around her.

"It will be okay girl, it will be okay." Jean said.

* * *

><p>Somewhere in Midtown:<p>

"Kill them all!" A man scream in Russian as the ten men behind him pulled up their guns and opened fire.

"HEY!" Phoenix yelled as he placed a reddish shield in front of himself. Colossus smiled down at the young man.

"Whoops." He said, and with just a hint of red in his metal checks.

Cyclops rolled his eyes, although no one could of known that a scolded the two. "If you two love birds are done!" He shot a red beam of energy out of his eyes and smacked two of the shooting men back into the wall. "Colossus, I thought you said these guys where your friends!"

Colossus huffed as he walked into the streaming spry of bullets and blocked them from Phoenix. Phoenix hurled a ball of red energy at a group of men now that his concentration was no longer on defending.

"They were!" Colossus yelled as he slammed his metal fist into a surprised young man. "But Russian arms dealers are infamously bad tempered!" He growled as he spun and took out another three shooters.

"And here I was thinking it was all Russians…" Phoenix said as he picked up a man who decided the bullets were not working and wanted to use the butt of his gun on the back of Colossus head.

"Spasibo…" Colossus growled, but with a hint of a laugh as he lunged at one of the last men and grabbed him by the shirt. "Except when it comes to money, that is. Here, their love is unwavering." The man Colossus picked up started to shake, and not from Colossus's angry fist. "They would happily sell an unregistered .45 to some lunatic, and not lose a wink of sleep when he starts murdering young men and women with it!" Colossus finished with a roar.

Phoenix had started piling up the men as Colossus threw them over his shoulder or just beat them into submission behind the big metal men and he sat on them, knee's crossed, left elbow resting on a knee. "Hey Ruskie, I think we may have a problem."

"Huh?" Colossus said still holding the man and looking behind him at Phoenix. He smiled when he saw the sight, Phoenix sitting on top of eight men, all glowing red with his power. Phoenix pointed with his chin to in front of the big metal guy.

"You are wrong Rasputin." A tall bald man was holding Cyclops in the crook of his elbow, a very big gun pointed at his head. Colossus dropped the man and growled just as loud as before.

The man's eyes went wide as Colossus let him go, but before he could move, the reddish power that Phoenix was controlling enveloped him. He couldn't even scream as he slowly floated past Colossus and to the group of eight men. "Let's stay quite now and see how these… men… work things out."

The man holding the gun to Cyclops head didn't even blink an eye, in fact he almost smiled. "We stopped selling .45s years ago. There is much more profit to be made in a nice TEC-9 like the one your boyfriend here is modeling."

"Let him go!" Colossus said taking a step toward his teammate.

"Stop!" The man yelled as he held on tighter to Cyclops, who grunted. "These X-people took my most valuable muscle from me, so it's only fair that I take something from them."

"No!" Colossus yelled putting both hands in the air. He stole a quick look at Phoenix who seemed to be off in his own world. Colossus quickly wrote it off as he trying to concentrate on the nine men he was controlling. "Leaving the Mafia was my decision! If you have to kill someone, kill me!"

The man laughed as he started to move the gun. Colossus noticed Cyclops twitch just a bit and mouth the words okay. Then the slim man cocked his head. "Cyclops, what are you…"

Without warning Cyclops let lose a huge beam of red energy from his eyes headed straight towards Colossus. The poor man had no time to react, he closed his eyes at the beam hit him. Colossus winched at the attack but didn't feel anything; he barely even felt the energy beam near him. Opening his eyes Colossus noticed that the beam of energy shot back at Cyclops and the man and the beam him the older man square in the head.

With a grunt the man fell, limped to the floor. Just as his head hit the floor the reddish energy surrounded Phoenix and the men he was holding disappeared and they flopped on the ground.

"Well, that was interesting." Phoenix said getting to his feet as he shook the dust off his hands.

Colossus stood stunned looking at the man lying on the floor. "Amazing! How did you know the optic blast would ricochet off of my organic steel?"

Cyclops rubbed his neck as he walked towards the door, ignoring the question that was asked to him. Colossus's eyes went wide, "You did know it would ricochet?" Still no answer from the man and Colossus whirled around to face Phoenix who was standing right behind him. "He knew, right?" Colossus voice went to a level that Phoenix had no idea he could reach.

Phoenix smiled at the man and put his arms around one of the big man's arm and looked up at him. "Come on big boy." And Phoenix pulled a stunned Colossus out of the room and through the door.

* * *

><p>Storm and Wolverine were walking next to each other as Tempest was walking a few steps behind them. He looked up at the street corner when the people in front of him stopped. "St Marks…" Tempest said.<p>

He looked out over the crowd and noticed all the people walking about. He was nervous with all the bodies around him. He grew up around this area, but it looked so different in this time, the time before, everything happened. Stealing a quick glance at the two mutants in front of him he still couldn't believe that he was here… that he was here and now!

"Yo! Temp! Come on!" Wolverine called. Tempest looked around and noticed that the two had crossed the street as he was daydreaming. He waved at them and ran crossing the street, watching for cars.

As Tempest ran up to the two he overheard the last of what Wolverine was saying to Storm, "…yourself a dumb haircut and start dressing like street trash?"

"Oh…" Storm said as she raised her eyes to look at Tempest as he walked up next to her. Tempest gave her a sad smile and nodded at the two mutants. Storm sent a sad smile back and Wolverine just nodded, continuing his little speech.

"You're not the first person life ever stomped on. Take a look around." Wolverine said as he gestured with his chin at a group of teenagers who looked the same age as Storm. Tempest placed a big hand on her shoulder and smiled at her.

Wolverine went on with his lecture, but Tempest toned him out, he didn't care one way or another for their simple view on life. He looked around the street, something seemed off. He didn't know what time he came from or how far he came back. You tend not to care about time when you are fighting for your life on a day to day basis.

It was the sign… A tattoo joint. Growing up on this street he never noticed that before… he could have sworn it was a…

"Hold up. I wanna make a quick stop." Tempest made a sour face at the man and Storm out right giggled.

"Really? Ink. At a time like this?" Storm said as she coughed when Wolverine growled at the two of them.

"I saw a word written on Sinister's arm in that mug shot Jeanie zapped into our heads. Looks like the lettering they did here."

Storm looked at the man with narrowed eyes. On the other side of Wolverine Tempest looked him up and down.

"What do you know about tattoos?" Storm asked as Tempest smiled.

"That's… that's another story… Come on, I figure we can get some leads from their client list." Wolverine said as he made his way up the stairs. Conner quickly followed behind the man, he wanted to go in, something about this building reminded him of his past… or future… or… Well, he knew it from somewhere.

"Isn't that stuff confidential?" Storm asked before she started to make her way up the stairs. Wolverine growled again and just waved the girl to follow him. The three mutants walked into the opened door and looked around. Storm almost gagged at the stench and Tempest looked around at the room in disgust.

"Yeah?" A man said with a face full of metal without look up from his magazine. The three entered the building and Wolverine pointed at Tempest and then pointed to the back of the building. Tempest nodded and walked to the back without saying anything. Wolverine pointed at Storm and she wondered off to the side room to check for anybody.

"Hello!" The man said looking up from the magazine with a hint of annoyance in his voice. Wolverine just smiled at the man as he locked the doon and took a step to the man.

"No one." Storm said as she walked back into the room, Wolverine looked to the back of the building as Tempest came back into view and he too shook his head. Wolverine's smile widened as he grabbed the man by his shirt and threw him into one of the chairs in the center of the room.

"Get bent, freak!" He yelled as Wolverine jumped next to the guy trying to climb out of the chair. Wolverine pushed him back and popped his claws out of his knuckles.

"I wonder if we can add anymore hole into that head of yours?" Wolverine said, his claws inching closer to the man's face.

"You don't scare me! What you gonna do with those… pierce me?" The man said with a laugh. "Take a look at my face… "bub.""

Tempest took a step forward but Storm held out her hand. "Let me handle this." She said, lighting starting to form around her eyes.

The man laughed again. "The Weather Witch? I saw you on Dateline, girly. You going to make me all… wet." He said with a sneer as Storm held a hand under his chin and lightning danced across her fingers and just touched his skin.

"Have you ever heard of ball lighting?" She asked as the tetrads of lighting formed into a ball of pure energy. The man yelled. Tempest tried to block out what the woman was doing. He was surprised the girl knew as much as she did. From what he understood they had not been doing this… X-Men, thing for very long, but he was surprised what they had to go through, never before had he thought about all the things… then it hit him!

He stole a quick glance around the room and right under the man and Storm stood a trap door. He use to hide here when he was a child! It was…

"Come on, he spilled." Wolverine said placing a hand on the young man's shoulder. Tempest stared at the man and realized that spilling information was not the only thing he had done.

Tempest turned to go, but Wolverine stopped him

"You okay kid?" Wolverine asked, concern actually entering his voice.

"Hm?" Tempest asked, looking down at the short man.

"Come on, Tempe-" Wolverine started but was stopped by Tempest.

"Conner… call me Conner, Jam- Logan." Tempest said walking past the man and running to catch up with Storm.

Wolverine stood where he was, eyes going wide. Not much can surprise Wolverine, but it sounded like Tempest, no Conner, was about to call Logan… James… only a few people knew that name. Another question for another time, he had to find this Sinister before he shoot anyone else.

Ten minutes later the three were walking around an empty apartment. It seemed that nobody lived here, just used it as space. Wolverine pointed at the two younger X-Men and then pointed at the back room. They nodded not saying anything as they walked away.

Wolverine sniffed the air and popped his claws; no one had been here in hours it seemed. He walked over to a desk and shifted through some papers when he heard a scream.

"Ororo!" Wolverine yelled and ran into the next room.

Wolverine burst into the room seeing Tempest on his knees and Storm holding a hand to her mouth, from screaming or laughing, Wolverine couldn't tell.

"Ro, are you –"

"Im… I'm fine…" She gained control over herself and pointed at Tempest. "He's the one that screamed." She almost laughed again, but held it in better this time.

"I… I didn't scream… it… I was…"

"What is going on?" Wolverine asked sliding his claws back into his hands.

"That." Storm said pointing at a manikin wearing a blue outfit and blue cape. It had a huge red A on its waist.

"It's…" Tempest swallowed hard and closed his eyes. Wolverine stopped listening as he looked around the room and narrowed his eyes as he walked over to the far left wall.

"Wolverine?" Tempest asked as Wolverine shook his head.

"Man, this guy must really be lonely…" Storm said pushing the manikin over.

"No…" Wolverine whispered.

"What?" Storm said as she turned to look at Tempest who was starting at Wolverine.

"We have to get back to Xavier's!" Wolverine said turning around and looking at the two younger mutants.

"But –" Storm began, but was stopped by Wolverine popping his claws and growling.

"The creep ain't in Manhattan anymore!" Storm finally got a look at what Wolverine was looking at.

"No…" She said as she stared at the wall. It was covered with pictures of the X-Men and other mutants. Four of the pictures had huge red X's going through them, the four dead mutants from last night. The others were of the mutants that were left at the mansion, minus those of the future X-Men.

"It was a trap!" Tempest said as he quickly flew into the air and made his way out of the building.

Wolverine and Storm look at the young man's retreating form and quickly followed.

To be continued.


	4. Issue 49

Thanks for sticking with me this long! Sorry I didn't post this sooner.. I had it done, but forgot to post it!

I know this is a long road, lol. But if I haven't already mentioned it, this is a reimagining of the ultimate series. So I took the stories that were already printed and went with it. I know some of the dialogue is the same and I am trying to change that, so bear with me! I know after this story I have a quick 1 issue of original material! Yeah… I figure I would do the story arc that was written and then do something original… At least for right now

Enjoy the ride!

Ultimate X-Men:

Issue 49

The Tempest Part 4

Professor Charles Xavier sat in his chair watching the video screens in front of him. He held a hand to his face and rested his chin there, thinking. What was he going to do with these "Future" X-Men? He already knew he wanted them on the team, with their powers he could… accomplish just about anything.

But of course he couldn't use his children like that. He did need to sit them down and talk with them, if only they did not appear at such a horrible time. Phoenix was the most interesting to him, especially with his code name and his looks.

When Xavier first saw him he could have sworn it was… No, he wouldn't think like that… that would be impossible. For some odd reason, even though he could not scan their minds he believed everything that they told him. That right there should have told him that they meant trouble.

But he just couldn't bring himself to push any further with them, not just yet. Could it have been some mass coincidence that they appeared at the same time as this Sinister character, or was it part of some other type of plan. If only he could…

"Well, this is a surprise. Spying on his underage students…" A ruff deep voice said from behind Xavier.

"Who?" Charles said as he turned in his chair. His eyes widened with fear when he saw a huge man standing in the doorway, eyes almost black. The man was almost as big as Colossus in his metal forum. He had a single word tattooed on his right forearm: Sinister

"What? Surprised that I don't show up on your cams?" The man said stepping into the light that was being produce by the TV screens. "I'm not." Sinister smiled as he walked closer to the older man. "I don't believe in photographs."

"Sinister." Charles said as the big man walked closer to him. Xavier tried to look for a way out, but he was already so close to the computer he couldn't even back away.

"It seems my rep precedes me." Sinister said without a hint of laughter on his lips. "Well, I know a few things about you, as well." Sinister said with a sneer, clearly mocking the man. "Lord Apocalypse has told me stories."

"Apocalypse?" Charles said as he placed his left index finger to his temple. "I'm afraid I don't know what you're –"

"Think you can slip me a telepathic suggestion to surrender?" Sinister said as he walked around the Professor and placed both hands on the man's wheelchair. "Cause I got a few mind games of my own…" He finished with a smile as he started to push the man towards the door.

"Where are you taking me?" Charles said, with just a hint of concern in his voice. It wasn't for himself, but for his students that he ordered to stay here, to protect them. He just realized that he had walked them all into a trip. He had just killed his X-Men.

"I'm going to take you to the one true enemy of the Great Charles Xavier…" Sinister said as he pushed the man down the hall and towards the set of stairs that led to the first floor. "Stairs." He said as he pushed the man down the huge flight of stairs.

Xavier didn't even have time to scream as he hit the first step down.

* * *

><p>In the X-jet flying over the city of New York the X-Men all sat quickly in the back of the jet as Cyclops and Wolverine yelled at each other in the front of the jet.<p>

"Alex…" Conner sat near his friend, Phoenix, whispering. "He is planning on summoning Apocalypse."

"What?" Wild Child hissed on the other side of the man. Alex waved a hand at her and she peered up towards the middle of the jet where Storm started yelling at Cyclops to speed up as well.

"We don't know that. This Sinister dude is different… He's human…" Phoenix said.

"Something is off about him…" Tempest said crossing his hands across his chest. "This man does seem a little… loony…" Tempest told the two about what he saw in the apartment, minus the screaming of course. He still insisted that he didn't scream.

"Jean?" Colossus said in his deep Russian voice.

"He's… he's not on-mind right now, Pete. But it is late… Maybe he's asleep?"

"What me to help?" Phoenix asked holding a hand out to the young girl. She looked at it and smiled, the two of them should be able to contact anyone in the world.

Above, in the skies of New York City:

The nine mutants that ventured into the city were now rushing back to the mansion that they called their home. Three of those mutants claimed that they were future X-Men and had come back to stop something, what they did not know, but they needed to stop the act that changed everything.

Phoenix sat quite next to Colossus and mussed over what might be happening. Could this be what they were meant to stop? Angel did sent them back to this moment. But also, something told Phoenix that Angel had no intention of sending them back, it almost look forced, or the fact that he had no idea what he was doing.

Maybe he was being controlled?

"Are you okay?" Colossus said softly to Phoenix. Phoenix blinked and looked up at the big man who was slightly smiling down at him. Phoenix was surprised that such a soft voice came from someone so… big.

Phoenix nodded and smiled at the metal man. "Just lost in thought."

"They will be fine…" Colossus said. Phoenix did not know if the man had said it to reassure him, or himself.

"Faster, Cyke!" Wolverine bellowed at the man that was sitting next to him. "Hank would have had us there fifteen minutes okay."

Cyclops never took his eyes away from window he was looking out of. He had to spend most of his attention at flying the Blackbird. "Hank is dead, Wolverine." Cyclops said, all the emotion drained out of him. "Besides we only left fifteen minutes ago."

"Scott!" Storm almost screamed from the back of the jet. "More people will die if we do not go faster, please!"

"Do not fret, Storm." Nightcrawler said from behind the woman. "The Professor knows what he's doing."

"Besides, Blink, Phase, and Charger are still there." Wild Child said, although the sound of her voice seemed a little off as well, as if she almost didn't believe what she was thinking.

"I'm sure Jean as already contacted Xavier with what's happening, right?" Colossus said pulling away from his conversion with Phoenix and looking at the fiery haired mutant.

"He's… he's not opened to me." Jean said looking rather confused. "Maybe he's asleep?"

"What me to help?" Phoenix asked holding a hand out to the woman.

Jean looked down at the hand and almost declined the offer, but this was more important than her trust issues with the young man. She knew she had to figure this out, or it could get someone hurt… or killed.

"Yes."

* * *

><p>Back at the X-Manison:<p>

"Did you hear that?" Blink look up from the table and the plate of chicken she was eating. Bobby and Rogue had wondered into the kitchen talking about the latest episode of Lost. Phase and Charger were sitting on the other side of the table playing a board game of some sort.

"What?" Phase asked not looking up from the game, sucking on his lower lip.

Another thud and this time Blink stood up from the table.

"I heard that…" Bobby said icing up. Blink walked over to him and put her hand to her lips, facing everyone. Phase and Charger both stood up and Phase held on to his friend and the both of them lowered into the floor.

"Stay here." Blink said to Rogue who nodded. "We need to do this like we practiced."

"We practiced for this?" Bobby said as he looked around wondering what was going on. Blinked rolled her eyes and blinked away without another word. Bobby looked around the kitchen and suddenly realized that it was just himself and Rogue. He waved a hand at her and he walked out of the room, not looking back to see if the woman was following him.

I few minutes later Iceman rounded the corner to the fourier and almost shouted.

"Freeze!" Iceman yelled as he ran into the entry way and saw what was happening. Without another thought he threw ice beams at the man holding a gun to the Professor's head. A ball of ice formed around the big man's hands and gun and his arms fell towards the floor.

"Iceman…" Blink growled as he hoped onto an iceslide to glide around the hulking man

"You ever have an ice-cream headache?" Iceman said taunting the Sinister. Iceman did another loop around the man and slide back towards Blink who was watching, not saying anything. "I wonder how cold I can get it before his blood -." Iceman started to lower the temperature in the room, but was stopped when the Sinister smiled at him, pulling the giant ball of ice up at chest height and pulled the trigger of his guns.

The Ice shattered and the bullets flew towards the dumbfounded Iceman.

"Bobby!" Rogue screamed from the doorway as the bullets flew into Bobby's body and knocked him off his iceslide and into the nearest wall.

"Rogue! I said stay back!" Blink said as she caught two of the bullets in mid-air before they could hit Iceman, damaging him further. She didn't even know where she teleported them, nor did she care. This was falling apart.

Sinister looked a little surprised at what he saw happen to his bullets, but quickly recovered, smiling. "I just love have little girls bleed." Sinister said with a sneer as he pointed his guns at Rouge this time.

Rogue screamed, covering her face and head with her arms, but she did feel anything as the bullets flew towards her chest. In fact, she thought nothing happened, but they flew right through her.

Blink turned around when she heard the gun shots and went to send a small bone rod that she had collected to try to save the girl's life but stopped.

"What?" Rouge and Blink said together.

"How… How?" Sinister said pure surprise in his voice.

Rogue looked down when she felt a hand grab her upper thigh.

"Kitty!" Kitty Pryde was looking up at the girl, her eyes filled with worry and shock.

"Come on! Blink, you got this?" Kitty said as the two of them glided into the floor not waiting for an answer.

"No wait! Bobb-" Rogue screamed as she disappeared beneath the floor.

Sinister looked at the pink skinned girl and smiled. "Just you and me girl."

Blink smiled back at the man and held her hand up. Three pink energy blots formed between her fingers. "Yes, just you and me."

For once the man looked taken a back. Without waiting Blink threw the three energy blots at the man who easily dogged them, he turned to look and saw that where the bolts of energy hit, the objects disappeared.

"Wanna see if I can do that to your head?" Blink smiled as she back flipped away from the man. Sinister pointed a gun at her a shot one bullet. Blink moved without thinking and blinked to another spot in the main hall. She shot another bolt of energy as Sinister shot another bullet, the two hit and disappeared.

She blinked again in front of the grand staircase, but somehow Sinister was waiting for her, as she blinked back into being he shot from his gun's two bullets, one aimed for her head, the other for her heart.

"No!" She screamed as she tried to get out of the way, but it was too late, the bullet aimed for her head hit her temple and scrapped back across her skull. The one for her heart missed and went through her chest.

"One down." Sinister said as he stepped over the bleeding girl's body.

"No!" A man yelled as white wings shot out of the dark and smack each gun out of Sinister's hands. Sinister looked up and gapped, the man before him was an Angel… something of God.

"You… You killed her!" Angel said pointing at the man.

Sinister narrowed his eyes; he did not have time for this. "Choke yourself."

Angel's eyes went wide as his fist flew up towards his throat and grasped it, squeezing with all its might. Angel couldn't breathe! His wings spasmed out behind him as he feel to one knee, trying to grasp for air.

"They say a man can't strangle himself to death… wanna test that theory?" Sinister said standing up at full height, towering over Angel.

"Blink?" A voice that was usually deep, but sounded almost on the verge of tears said. Sinister looked down the stairs and saw a man much bigger than him on his knees looking down at the dead girl. He pointed his gun at the man's head.

"I wouldn't do that…" A girl said walking out of the shadows. Before Sinister could do anything rainbow colored light shot out of the woman's hand and blasted Sinister through the window, glass exploding all around Angel.

Dazzler was singing a tune that she had just thought of and thought that it might be a good single to restart her career, if she could live through the night.

Angel began to cough as air filled his lungs again. He looked down the stairs and saw Blink. Phase had ripped part of his uniform and tied it around her head. He was now ripping the rest of his shirt off to try and stop the bleeding at her chest. Dazzler was walking up the stairs, or stumbling up, she still looked drunk.

"Phase…" Another woman's voice called from the floor and Angel watched as Charger ran into the room looking for her comrade. She almost screamed at the sight before her. "Blink!" Her scream was heart wrenching. "Clarice!"

Charger ran to Phase and Blink and fell to the ground, saying something and trying to help Phase stop the bleeding.

"Dazzler…" Angle coughed as the woman grabbed onto the windowsill and jumped out of the second floor.

Rogue looked around the room as she entered through the door and gasped, hands flying to her open mouth. She couldn't believe it, not another X-Man… not another one of them. Rouge walked up to the second floor and looked down at the guns there. She looked out over the yard and saw that Dazzler had been caught by Sinister, knife to her throat.

Rogue had no idea what she was doing as she bent over and picked up one of the guns. It was cocked and loaded. Perfect.

"Let her go, Sinister!" Rogue yelled. A part of Rouge was surprised that she sound so calm. So determined. Rogue was not going to let this monster kill another mutant, not another living soul. "Or don't. I don't care, either way your killing spree stops here!"

Angel finally caught his breath and started to get to his feet. "Rogue, stop it!"

"He killed Bobby, Warren! He killed Blink! Bobby was the only person in my life to accept me for—"

Kitty phased through the floor and yelled at Rogue. "Rogue, chill girl! Bobby is fine! His ice body absorbed most of the—"

"No! He's going to…"

"Phase checked on Bobby after he got the Professor! He's fine!" Kitty yelled at the girl, now fully out of the floor and standing on the stairs. She had yet to noticed the sight below her. "Angel! Stop her!"

"Rogue stop it! We are X-Men! We can't—" Angel yelled reaching for the girl, he slipped and grabbed onto her bare skin.

"Warren, no!" Rogue yelled as both crashed to the floor. Her mutant ability worked almost as fast as thought. She had already started absorbing his powers when she tried to warn him. They both screamed as wings started to sprout from Rogue's back. Rogue quickly got to her feet to a laughing Sinister.

"Looks like you can do all my work for me, leech!"

"AHHH!" Rogue screamed at him as she flew into the air and grabbed the man before he had a chance to think. Both flew through the air and away from the mansion. Rogue had no idea how far she had flown, only that she had flown for a bit and so fast, most of the trip was a blur.

Rogue suddenly stopped and noticed how far in the air they were up and smiled.

"Give me one reason!" She screamed at Sinister.

He started to laugh and Rogue started to fly higher into the sky. Out of nowhere a flash of light appeared. The two looked at it and saw a flash of a firebird and someone floating in the middle of it.

"Jean?" Rogue said trying to look into the fire.

"No, Rogue. Phoenix." A male voice answered her. "Hand him to me and fly away." Rogue looked confused just for a moment before Phoenix repeated his words. She handed the man, now looking horribly frighten, to Phoenix and flew away without a word.

"Now…" Phoenix's voice started to get deeper, almost god-like. "Where did she leave off?" The man started to shake his head, trying to mutter something. Then a smile spread across his face. "Oh, yes. Give me one good reason why I shouldn't drop you!" His voice started to grow darker as well as he floated further and further up.

"You can't!" Sinister stammered. "You're an X-Man!"

"Wrong." Phoenix said and let go of the man, who screamed as he fell.

Sinister screamed till he lost his voice, he couldn't believe he was still falling! Then he realized he had stopped falling. Phoenix had somehow beaten him down and was holding him by the shirt neck again. They must have been almost 100 feet above the ground.

"You know… death by falling is so anti-climatic." Phoenix let the words twist around his tongue and mouth. Sinister noticed that Phoenix's eyes were now completely white, which gave the young man a haunting look. "I have to think of something much more… apocalyptic for you."

"Phoenix!" It was Storm and Tempest. Lightning had started to shower down around the two men and rain began to drizzle. "This is not the way! If mutants are the future, you're future, they have got to stop thinking like –"

"Storm! You have no idea the evil this man can do! He killed Blink!" Phoenix yelled at her, his firebird slowly starting to disappear.

"Professor Charles explained what happened right as you… left. She is… not dead yet. But she will be if you continue down this course. She needs you." Storm said, the darkness around them growing.

"We are supposed to be better than him. Let's try something new…" Tempest said, looking worried at his friend. Never before had he seen Alex like this, true, the whole Phoenix thing was knew. But the power that he had… the hatred. Conner had no idea where this was coming from. Alex was one of the happiest members of the team.

Sinister started screaming. "Shut it." Phoenix said as he let go of the mutant and he began to cream, but Sinister did not fall. Phoenix smiled at him as the fire bird around them completely disappeared and Phoenix lefted on of his fist and sent it flying at the man's face.

Storm and Tempest flew closer to Phoenix, both grabbing an arm of Sinister and letting Phoenix float there. "Are you coming?" Storm asked as they began to fly away.

"Let him be… Blink and he… they were close." Tempest said.

Phoenix floated in the air as lighting and rain fell from the sky. He looked up and tears filled his eyes. For the briefest moment his X-Uniform turned into a blood red outfit, a bright golden phoenix emblem on his chest. His uniform returned to normal, but the same emblem that was on his chest had now moved to his left eye, the rest of his body turned into blackness so deep it seemed to suck all the light into.

* * *

><p>Hours later the sun began to climb over the horizon. Charles and Storm were watching as SHEILD agents were taking Sinister, now looking crazier than before, Sinister away.<p>

"I'm so sorry, Professor. We should have been here." Storm said as SHEOLD walked into their huge flying craft and the door closed behind them. Xavier watched as the airplane lifted into the air and didn't say anything till it began its course south.

The Professor shook his head placing a hand on the hand Storm had placed on his shoulder. "Nonsense, Ororo. I couldn't be more proud of the way you handled yourselves this evening. It is I who should be apologizing. Had I permitted you younger classmates to accompany you to Manhattan, this evening's nightmare might have been avoided." Professor said with a careful expression.

"Blink?" Storm asked. Professor Charles Xavier nodded his head.

"She is still in critical condition. I think part of her mutant ability also speeds up her reflexes or she would be dead right now…"

Phoenix floated down to the two mutants and he landed without a stir. Storm almost looked releaved, no one had seen or heard from him since she and Tempest left him back where he was going to kill Sinister.

"We need to talk, Professor." Was all he said as he walked by the two without looking at either one of them. Storm shook her head and looked down at the Professor and he in turn looked up at her.

"I think it would be best if you talk to him as well. After all…" He didn't finish what he was going to say, instead just looked at the grave marker that the two had been talking near. Storm looked at it too and a tear slid down her cheek.

"Hank…"

* * *

><p>The Triskelion, SHIELD:<p>

"NO! Please, Lord Apocalypse!" Sinister screamed as he rocked back and forth in his bed. Sinister had been placed in a very small cell. Nothing was in it save a stone bed that looked to be made out of the wall and a bed sheet.

Sinister was wearing white pants and a white t-shirt. He had grabbed his head as soon as the bars closed on the door and began to scream.

"This is the last time you will ever hear my voice, Sinister." A dark voice said from the air.

Sinister stopped rocking back and forth and his eyes went wide. Tears began to fill his eyes and threated to spill over. "No! Please don't leave me! I'll do anything for you! Anything!"

The voice almost sounded amused. "Very well…Choke yourself."

End


	5. Issue 50

Sorry this took so long to come out!

So much going on!

School is finally over and I hope I will be able to do a week to week update on these... hope you like this one!

First original story!

Ultimate X-Men:

Issue 50

Origins

Xavier sat behind his desk looking at the mutant in front of him. Phoenix was a tall young man, almost as tall as Peter or Scott, but not quite there. He looked young, about Peter's age, but besides that Xavier couldn't really say anything.

He was well built for his age. Something that Xavier would have expected from a man after years of hard labor, or with a regular training session.

But, Phoenix was special and Xavier knew that. He understood that. Phoenix was a mutant, a mutant who claimed he was from the future. Xavier had never dealt with something like this before and suddenly the thought almost made him smile. In all his travels and everything that he and his X-Men had been though, never once had he considered the idea that time travel could be possible.

Well, now that he thought about it, it did not seem that impossible and although Xavier could not read the young mutant's mind for some reason he did believe the young man. Phoenix had the training and the grace of the X-Men while in battle. He could see that from the way that he stood and judging by the way that he acted and the way that his friends and teammates treated him, Phoenix was a leader, but the question still remained: a leader of the Future X-Men, or part of some wild grand scheme that Xavier could not see.

After a few minutes of noting being done, Xavier took a deep breath and rested his hands together on his desk.

"Were should we began?" He asked, looking at the young man who was standing on the other side of the desk. Xavier almost gasped as the sunlight hit the young man at just the right angel, almost making him look like… no, impossible.

"I don't want to be here." Phoenix said looking at the older man. Xavier looked taken aback. He didn't know what he young man was talking about; he was the one calling this meeting… How Xavier hated he couldn't even scan the young mutant's mind.

"I don't…"

"No." Phoenix interrupted Xavier. "I don't want to be here, in this time." Phoenix looked at the seat that was next to him and took it. He sat down and crossed his knees, resting his back against the chair. "Do you realize how many battles we went through… How many hours on the run…" Phoenix closed his eyes and placed a hand on his forehead. "But never before had any of us been hurt."

"Phoenix…" Xavier said, wheeling his chair closer to the desk so he could put the whole of his weight on the top of it. "In a war… there are always…"

"This isn't our war!" Phoenix yelled at the man, slamming his hand down on the chair's arms.

"No… you are right." Xavier said, taken slightly aback by the force in the young man's voice. Never before had one of his students talked to him like that, and then he remembered that Phoenix was not one of his students… Not yet.

Xavier thought about his words before continuing to talk. "But according to you, your war is much worse."

Phoenix looked at the man, confused at first, not realizing where he was going with this.

"Phoenix, if—"

"Alex…Alex Summers is my real name."

"What?" Xavier dragged out the word, not even realizing he was doing it. His eyes widened. Alex looked at the man confused and then realized what he had done. He revealed a part of their direct future, he searched his brain to try and think of something, but he couldn't think of anything.

"When I told you we were the future X-Men, it was in more ways than one." Alex told the man. "We have… Legends… of the X-Men." Xavier looked at Alex with eyes wide; he was shaking his head, not believing what he was hearing. "From what I understand about our own history, five of us are children of some of your original X-Men.

"What do you mean, from what you understand…" Xavier asked him, a little confused.

"Well, our mentor didn't like talking about it very much, all he would tell us is that we were destined to be X-Men, our parents were X-Men."

"And who was your mentor?" Xavier asked, trying to take all this information in.

Alex paused for a moment, not really wanting to say any more than what he had already said. This could change everything; this could… be what he wanted.

"… Angel." Alex said, his voice was firm, almost as if he had made a conscious decision right then and there.

"Oh…" Xavier said shaking his head, he looked worried, and he didn't know what else to say, or ask. "Uh… what time… What time did you come from?"

"I don't know…" Alex said shaking his head. "After The Event… record keeping wasn't a top priority."

"The Event?"

"I guess it's really a series of events, but it's the first one that really caused the other events." Alex said getting up from his chair and walking back and forth. "Not much is known to me, but it started with… what, I don't know. That knowledge is lost to me. It hit New York City, killing millions – humans and mutants – in the war that followed many more were killed."

"Oh God…" Xavier said shaking his head, placing bot hands on his head.

"Professor Xavier… I'm not telling you this to try and stop it…" Alex paused and swallowed. "I want to…" He turned to look at the man, tears filling his eyes. "But… the one thing that Angel taught me more than anything else is that, "you can't change the past, you can only look forward to the future"."

"I understand…" Xavier said wheeling himself from behind the desk and over to the fire place where Alex had stopped pacing. "I'm sure Angel would be proud of you and your team…"

"May I ask one more question?" Xavier asked stopping in front of the fireplace.

"Depends…" Alex threw a half smile at the man.

"Your code name… Phoenix… where did it come from?"

"My mother's codename was Phoenix.

Xavier's eyes went wide as he realized what the young man was saying.

"I think it best that you and your team… not say anything to the others. Not until I figure out what to do about it." Xavier wheeled himself away from the young man and back to his desk. The information that Alex had given him was enormous and he had to… process it.

"Until you decided what you want to do, but in the mean time you are more than welcome to stay here and be part of a team. I know I speak for the rest of the X-Men when I say it would a wonderful addition to our team."

Alex smiled and at the man and nodded. "I think I will have to take you up on that offer, Professor."

* * *

><p>The next day:<p>

"Phase! Tempest! I said your left!" Phoenix yelled as he ran down the street, dove and rolled away from falling building pieces. Phoenix stopped rolling at a car and breathed hard, sending a soft curse to the rest of his team. His shoulder length hair was sleek and plastered to his forehead.

For the briefest of moments, Phoenix could feel each member of his team and they were not happy that he yelled at them in their heads. Phoenix smiled; he only thought he had said it softly.

The Future X-Men were in the danger room fighting off a group of Sentinels while Xavier and Logan watched from the overhead. Xavier smiled as Logan rubbed his forehead.

"The kid's got a bite, doesn't he?" Wolverine asked.

"Ad he is only beginning to learn how to control his mental abilities." Xavier said, excitement reaching to its height in his voice. "Imagine the possibilities when he is fully trained."

Phoenix looked out over the car's hood and saw Charger running across the street and towards his car. As she ran she dove to the ground and rolled in almost the same spot that Phoenix had rolled and picked up a piece of the fallen building. Charger came to a stop right beside Phoenix, breathing just as hard.

She swapped her long auburn hair out of her face and looked at Phoenix.

"If you yell at me like that I swear—"Charger was cut off as a loud crunch announced that a Sentinel was approaching the two mutants. Phoenix smiled down at her and she scaled. "This is not over!"

Charger concentrated all her power into the piece of rock she was holding and it began to glow. She looked up at Phoenix and he nodded when he saw that the rock began to glow the color pink. Phoenix knew what that meant.

As quick as lighting the two mutants jumped out from behind the car and rolled into the street. At the end of the roll Phoenix pushed off his both his feet to almost reach the other side of the street. The Sentinel noticed Phoenix first and began to fire its hand lasers at him.

This was its fatal flaw. At the end of Charger's roll, she threw the rock with all he might. Charger was not super strong, but to deny that she held some strength would have also been fatal. Pink charged rock flew to the area where the robots legs connected and it blew up.

Watching the scene from high up, Wolverine quietly grabbed the same area and winched. "Brutal."

The Sentinel fell to its knees and like clockwork Phase ran out of the shadows and towards the back of the robot, jumping into the air in his metal form. For all his weight, it seemed that the big man floated down on the robots foot just to jump up again and land on the things back. With one final push of Phase's legs, he jumped up and landed on the robot's head, punching it so hard that the metal dented inwards.

"Did you see that?" Wolverine almost gasped. "Peter can't even do that!"

"Wolverine, please." Xavier exhaled. "If you can't keep your excitement down I will have to ask you to leave, this is a test."

Tempest flew down out of the sky towards the Sentinel, raining lightning bolts out of his hands. When he had finally reached a point that satisfied him and noticed that Phase had jumped away he hurled two huge lightning bolts at the huge red and purple head. The Sentinel shook as it was electrocuted and then fell to the ground, smoking and not moving.

The group did not have any time to rejoice however has two more Sentinels appeared out of the dust and smoke. Phoenix dove away from an onslaught of laser beams as Tempest flew into the air, two more of huge robots flying after him. Phase ran to Charger and both began to slide into the ground.

Phoenix found himself hiding behind a car that Wild Child was hiding behind. He looked at Wild Child; she nodded as she realized what he wanted to do.

Phoenix got up and ran across the street, the two Sentinels scanning the ground that he was running past and following him in the direction that he was going. The gigantic robots didn't even realize what Phoenix was doing with the rumble that the mutant was passing as it all began to float off the ground.

As the Sentinels changed direction Wild Child jumped on top of the car and charged at the back of the closest Sentinel. The robot lifted its hand and laser beams shot out of its palms. Phoenix jumped from laser beam to laser beam, easily avoiding them and running past even more pieces of rock.

The rocks that Phoenix was picking up barely lifted of the rock, but he knew that he had grabbed onto them. This was one of the tricks that he did almost a year ago when his team was about to be captured by the Xer's.

This time, however he had been practicing.

Wild Child jumped as hard as she could and landed on the Sentinel's back. She punched her claws into the Sentinel's back and began to climb up. Realizing that something was wrong the Sentinel began to move around, trying to reach for the thing that was crawling up its back. The robot sent a cry out and the other Sentinel turned around to look at what was happening.

"Wild Child, now!" Phoenix yelled skidding around and looking up at the huge robots. He saw the Sentinel twirling back and forth trying to reach his back, but it wasn't having any success.

Hearing Phoenix shout at her, Wild Child placed her feet on the robots back and pushed with all her might, back flipping away from the robot. The Sentinel realizing that the threat to itself was over continued on his track to attack Phoenix. It turned to face the mutant as dozens of rock pieces flew up from the ground at the two Sentinel's chests, heads, and legs.

Phoenix had hurled the rocks so hard at the machine that some of them went straight threw it. The robots both fell to the ground as they began to fall pieces.

With a loud explosion and sparks Tempest flew back into view.

"That was simple." He said as he landed next to the two mutants. Phase and Charger both appeared out of the ground and smiled at Tempest. Phoenix knew that the three of them had worked together to stop those two Sentinels.

If only Blink could be here….

All five of them were in a small group when six more Sentinels appeared around them and began to lower their arms to capture them. Phoenix threw his arms up out of instinct and a bright yellow colored psi-shield appeared around them.

"Enough, Xavier!"

The hologram around them slowly disappeared as Xavier's voice came over the intercom. "That was great my… that was superb."

* * *

><p>"Now let's do this again, but with the Brotherhood of Mutants." Xavier said as he let go of the button his was pushing. He watched as the Future X-Men regrouped without complaint or argument. He smiled as he caught himself wishing his X-Men were this serious about their own studies.<p>

_Maybe they should live through a war…. _

"That was…" Logan said leaning on the computer consoles. "That was amazing." He finally said.

"Logan..." Xavier said pushing another button and the hologram around the mutants below popped back on. He watched as the group split up in their usual two man groups, all but Phoenix. Xavier wondered if Blink was supposed to be his back up, he would have to ask sometime after the training session.

"Charles?" Logan asked realizing that the man had lost his train of thought.

Xavier stared at the man for a moment and then, "Do you remember if you had bone claws that were fused with metal or are your claws a part of the Weapon X program?" Xavier had taken his eyes off of Logan and began to watch Wild Child charge into a small group of the Brotherhood.

Logan looked confused at the question, not even thinking about it before as he too watched Wild Child charge into the group of mutants. "I never thought about it before Chuck, why you askin?"

"What if I told you, I was recently informed that these Future X-Men are children of some of this time's X-Men."

"What?" Logan looked at the man in surprise. "You tellin me that these mutants are suppose to be kids of…"

"Yes, Logan, that is what I'm saying." Charles looked at them. Xavier tore his eyes away from Tempest and Wild Child attacking the group and looked back at Logan. "I believe Wild Child may be your daughter."

"That's impossible…" Logan said taking a closer look at the young girl.

"Why?" Xavier asked turning back to the fighting, now watching Charger and Phase attack another group of mutants. "They come from a future were anything could have happened. They don't even know how far from the future they come from. By the time they were old enough to remember, they were being trained as X-Men." Xavier said wheeling away from the windows and towards a computer terminal.

"But something is wrong with their ages and their time displacement." Xavier said pushing a button and holograms of all six mutants appeared around the two mutants. The figures were turning in a 360 formation. "Phoenix is seventeen. The youngest of the group is sixteen and Blink is twenty. Even if their parents waited for the next twenty years to have children, that only leaves less than forty years for all…" He paused thinking of the right words. "Only forty years for their horrible future to happen…"

"A lot of crap can happen in forty years, Chuck." Logan said walking closer to the holograms. He looked closer at some of the stats that were popping up at the sides of the mutants. "What is that, I can't make it out?" Logan said pointing at the writing that was popping up.

"Their mutant abilities." Xavier said wheeling himself closer to Logan.

"Phoenix – six foot one; a hundred and ninety eight pounds; seven percent body fat; Reddish blond hair. Has the mutant ability of Telekinesis and a hint of telepathy." As Xavier was speaking a new sentience was being added. Xavier looked over his shoulder and nodded as he saw a column of fire pour out of the young man's hand and shot out towards a group of the Brotherhood.

"What is it doing?" Logan asked as he was watching the hologram.

"It seems our young mutant just used a different form of his power." Xavier said turning back to look at the hologram and leaning closer to view the new information. "It's a type of fire, source is unknown." Xavier read from the information. But, he thought, fairly familiar with another red head I know.

"Storm aka Tempest – five foot eleven; a hundred and ninety five pounds; eight percent body fat, African American origins. Has the mutant ability of weather manipulation, flight and magnetism manipulation."

"What?" Logan said with a low groan in his voice.

Xavier nodded his head. "It appears that the magnetic manipulation is new, however."

"I'm not understanding ya, Chuck."

"While I was gathering the data with young Alex he was explaining some of their powers to me." Xavier said wheeling over to the keyboard at the terminal and typing a few words into the system. "Conner use to have the ability of energy absorption and redirection, something like Rouge's mutant ability, but he wasn't able to keep the borrowed energy. It seems a few weeks before Phoenix and his teammate were transported here an unknown mutant attacked them, the only think the team knew was that this mutant could control metal." Xavier looked up from the keyboard and wheeled himself away from it.

Logan looked shocked, but didn't say anything as Xavier continued.

"It appeared that the team was losing until Conner tried to sacrifice his life."

"Try?"

"The theory behind Tempest powers was that he would absorb the mutant's ability until the mutant in question was drained or Tempest was dead. But a reverse effect happened, something no one was expecting."

"He drained the mutant's ability to the point of canceling out his own absorption powers."

"Correct." Xavier said nodding his head.

"Amazing…" Logan said crossing his arms over his chest and leaning back against a computer terminal. "Why hasn't he used them?"

"My understanding on the subject is that he just does not know how to." Xavier said, sounding a little disappointed. The only other person he knew with this kind of power was Magneto, and Xavier feared the worst from that situation.

"Moving along we have Wild Child – five foot four; one hundred and twenty seven pounds; five percent body fat; black hair…" Xavier paused as he looked at Logan. "Regenerative healing factor, superhuman senses, agility, stamina, reflexes, and longevity, retractable bone claws… for all intension purposes she is you. Although her blood work shows that her healing factor works faster than yours, but I can't test it without… hurting her."

"Maybe you should ask." Logan asked with a laugh. "If the girl is mine, she would look forward to it."

"I will not willing hurt any of my students, Logan."

Logan looked at the man. "They're not your students, Charles… yet."

Xavier smiled as he turned his attention to the next mutant member.

"Charger – five foot six; a hundred and thirty five pounds; six percent body fat. Mutant abilities include absorption of memories, skills, and powers through skin to skin contact." Xavier stopped and looked at the profile and placed a hand under his chin. "Although it seems she likes the manipulation of potential energy and kinetic energy ability to most."

"This is too much, Chuck." Logan said running a hand through his hair. "So far we have the mutant abilities of Ororo, Jean, Rogue, and me… what else could there be?"

"Phase…" Xavier said. "Phase – six foot six, two hundred and fifty pounds; eight percent body fat. Mutant abilities include the ability to transform his body into organic steel and the ability to be intangible."

"And adding to the lineup, Kitty and Peter." Logan said while Xavier took a breath.

Xavier rolled himself back to the window and looked out to see the group of Future X-Men still fighting the group of brotherhood of mutants. They seemed to be getting along fine and also seemed to be beating the team of mutants faster than his current X-men could beat them.

"There's one more thing." Xavier said, not taking his eyes away from the group below and pushing a button on the terminal next to him. Logan leaned closer to the screen and frowned.

"I don't understand…" Logan said.

"That's their DNA. On the left is Phoenix's and on the right is Blinks."

Logan looked at the two strains of DNA. He didn't know much about DNA or science in general, but he noticed that the two looked very different.

"This is a… simple construction of DNA. If you notice Blink's DNA has multiply colors, it's almost a blend of hundreds of colors."

"Then why are Phoenix's two different colors?" Logan asked tapping on the screen.

"That's might point." Xavier said wheeling his chair so he could look at Logan. "It looks like Phoenix's DNA was spliced together."

"Spliced?" Logan asked leaning back away from the screen.

"When a child is formed it is a blending of two sets of DNA, Phoenix's DNA looks like it was a combination of two sets of DNA, not a blending. It's almost like the best traits of each parent were put together…"

"Are you talking about genetic engineering?"

"Yes." Xavier said simply, turning his chair to look back at the mutants. "I think five of these mutants were engineered for a purpose… maybe to end the war they were living through."

"What about this girl, Blink." Logan asked realizing that Xavier hadn't said much about the girl.

"Alex doesn't even know much about her. She doesn't remember much about her past and she only joined the team a few months ago." Xavier stopped and turned his head to look at the man. "Angel, their mentor, found her on the shoreline of Manhattan, mind whipped and barely alive."

"Angel… the same—"

"The same student we have here, yes."

Logan whistled, shaking his head. "This is a lot, Chuck."

"And you must not tell the students. Only you and I can know this… I fear what this might do to some of the students if they knew.

"Right, Chuck, like the teenagers and I talk while watching American Idol."

Xavier chuckled as he turned his attention to the X-Men below.

Pushing a red button his voice could be heard in the room below. "That will be good for today team. A few more sessions like this and you might just be good enough for open combat. Dismissed."

"Xavier, you might want to ask them first." Logan said.

"Logan, these teenagers where bread for war. They will fight for me, they must."

* * *

><p>Alex sat in the hospital room next to Blink. She was still in the coma from her battle with Sinsiter and the doctors had no idea when or if she would wake up. He hated this timeline, he didn't understand how someone like… that man could get the best of Blink. She was the best at what she did.<p>

Sinister… what was he doing here… and looking like that. From what he knew Sinister was… very different. He was also one of the view men that changed the tied of the war… for the worse.

The sound of the machines beeping in the background made Alex want to lay his head down. He didn't know what he was supposed to do. Angel had told him that he was trying to come up with a plain to end this war, but he never told Alex how or what.

Sending them into the past was something Alex never thought Angel could do. What where those blue orb like things and where did he get them. He had realized that Angel was acting strange for quite some time, but Alex really didn't know how or what the man was doing.

Alex placed his head on the bed and grabbed Blink's hand in one of his. He wanted the girl to be okay, she was one of his best friends. They even almost started a relationship, but Alex viewed her more as a sister than anything else, a friend he could almost tell anything.

"Please come back to me…" Alex said into the bed, slowly falling asleep to the sound of the beeping in the background.

"Please…"

The End.


	6. Issue 51

Okay! I hope everyone like last issue! Here is the next one! I do believe things start to heat up!

Ultimate X-Men:

Issue 51

Cry Wolf: Part 1

Jean floated in the air concentrating. Her shoulder length hair flew in the wind away from her face and she mentally thought about what was happening to her. What she had done.

Fire roared around her as her powers grew and she began to get a better handle on them. She even felt like her telepathic powers were growing, she could almost feel Phoenix in Coney Island… almost. Jean sighed as she felt her leg muscle tense and she thought about moving, but then remembered her training. If she wanted to concentrate fully, she couldn't move a muscle.

Her leg muscle twitched again.

"Jean?" Jean blocked out the voice as she focused on the power that she felt. As she drew closer, she almost decided to turn back, the power was like Phoenix, but not Phoenix, she couldn't really explain it, but it disturbed her. Jean had felt this kind of power only a few times in her left. And each time someone or a group of people wound up dead.

That she did not like.

"Jean?" The voice was closer now. Jean's Leg twitched for the third time and the young woman sighed, loudly.

Jean opened her eyes and gasped as Scott walked up right behind her. She had been so focused on the energy she had completely blocked out her connection with the man she loved.

"Scott! I thought you were going with the others to Coney Island?" Jean said as the power around her faded away and she smiled at the man that she loved. He looked beautiful to her. His short brown spiked hair, plain t-shirt and cargo shorts, even that tacky shell necklace he always wore. She smiled in spite of herself.

The t-shirt that Scott was wearing seemed to be a size to small because it showed off his tight stomach muscles and arms. He shrugged as he put his hands in his pockets and grinned at her. "Would you believe that my mother forgot to sign my permission slip?"

"Scott, your mother? I don't think I have ever heard you talk about her." Jean said as she landed on her feet and took a step closer to the man.

Scott ignored the comment and shrugged again. "Sorry, I know you said you wanted some time alone, but I didn't think I could endure another mindless field trip without—"

Jean laughed as she drew closer to Scott, draping her arms around the tall young man. "Say no more, handsome. I was just… thinking, that's all. After everything that I… we have been through I needed a little peace and quiet to get my head back on straight."

Scott smiled down at the girl and she smiled back, how she hated to lie to him, but this whole Phoenix thing was starting to get on her nerves. Both the force she had and the man who took the code name she wanted.

Something about that bugged her the most. She was thinking about going by that name instead of Marvel Girl when Alex had arrived. Not only that, but Alex himself puzzled her.

To no ends.

"How's everything going, with well… everything?" Scott asked, blushing slightly.

"It's been three weeks since Blink… She is still in crit and the doctors don't know if she will even wake up. The bullet that hit her head grazed across her brain…" Jean looked back into Scotts eyes, or rather his red sun glasses, she would kill to see his eyes. "It's so horrible, they come back from a horrible future, for what no one knows… they lived there for so long, never getting hurt and she is here for less than a week and she almost dies. What does that say about our time? What hope is there?" Jean asked, not knowing the answer and knowing Scott had no answer.

"Jean…" Scott didn't know what to say, because he was almost thinking the same thing. Where was the hope?

Scott looked down at his love and then back at the setting sun. She had asked if he thought it was beautiful, he didn't know. Everything looked red.

"Take off your glasses." Jean said.

"But…"

"Do you love me?"

"Of course."

"Then trust me and take off your glasses."

Scott waited a moment and sighed, finally reaching for his glasses when he realized that Jean had no intention of letting him go before he did. Scott took a deep breath before taking his glasses and kept his eyes closed.

"Happy?" He asked, not feeling very safe at what he had done.

"Open your eyes." Jean said simply.

Scott did what he was told and he felt his power building up in his eyes, screaming to be released. "Oh. My. God." Scott said through quick breaths as his energy beam shot into the sky at such a force he thought he could never return to his simple glasses.

* * *

><p>Coney Island:<p>

"AHHH!" Peter roared as he threw his arms into the air with a huge hammer and brought it back down on the little bell he was suppose to hit. Everyone watched as the huge man's arms bulged from the weighted and the impact of such a force.

Some girls squealed with delight while some mean scuffed at the show. The ringer slowly went up the pole and came to a stop a little over half way and then fell back down.

"Noooo winnah!" The man behind the stand yelled as Peter narrowed his eyes at him and then looked at the hammer. Peter's huge biceps bulged again. Kitty, Rogue, and Iceman gave of a simple giggle. Alex watched the man with pure interest.

"Way to go Colossus." Wolverine said with just a hint of irony. Dazzler and Storm just rolled their eyes while Anna looked up at Michael and cocker her head towards the machine that peter was about to destroy with the hammer.

Peter turned to the man and pointed the hammer at him, saying something in Russian that no one understood. Conner watched Alex smile, the first time since the accident with Blink.

"Come on Peter. You've been at this for thirty minutes!" Ororo said pulling on the back of Peter's black sleeveless shirt.

"And I will be at it till have a stuffed…" He looked over at Phoenix and blushed. Storm rolled her eyes. "…stuffed something to send home to Illyana."

"I'm sure." Storm said taking a quick look at Phoenix as well, she knew something was going on there, but she hadn't placed her figure on it just yet. She knew Peter's secret, but Alex was another story.

Alex was such a mystery to her, in fact all the "future" X-Men were mysteries, even Conner, who had taken a liking to her and she to him. A few days after Blink was shot, Phoenix and Storm had been talking about it. They talked about Hank and about Clarice – Blink's real name – and it was then that Phoenix told Storm his name, Alex. He cried, she never told anyone, but he did. They must have been through so much. That group of X-Men were more than friends, they were more than family, if that was possible.

"Well, Bobby and me are gonna go ride the Spin 'n' Puke, okay Ororo?" Rogue asked as both of them turn to leave.

"We'll come too!" Anna said as she tracked the much bigger Michael towards Rogue and Bobby. Anna let go of Michael's huge arm and wrapped her arm around Rogue's who flinched, but let the young girl do it. They began to walk ahead as Bobby and Michael looked at each other.

"You can come too if you want, Kitty?" Bobby said as Rogue and Anna left the group.

"Thanks…" She said rolling her eyes. She looked up at Phoenix and he waved her away, kitty had taken a liking to Alex just the same as Conner had with Ororo. She placed a hand on Alex's shoulder and he smiled at her. Kitty thought she understood what Alex was going through and that meant something him. Kitty smiled back before joining the other four mutants down the boardwalk.

"Were going to roam the boardwalk for a bit." Ororo said gesturing at Wild Child, Connor and Logan. "We'll meet everyone back at the parachute drop by eight. And remember what the Professor said… no… funny stuff." Conner and Wild Child, who told everyone that her name was Rose, something that made Logan's eyes go wide for a moment, joined Ororo and all four mutants walked off, talking.

After a few moments, Alex realized that he was alone with Peter, something that he had been wanted for a long while. Alex didn't understand this… feeling he had towards the man, but something… bugged him.

"Looks like it's just the three of us." Dazzler smiled up at the two much taller men. "Wanna go make a Ali sandwich?"

Alex rolled his, he forgot about the pin cushion.

Peter looked over at Alex and noticed he was staring off into space, he growled when the woman tucked on his shirt. "Leave us be, Dazzler."

"God! For the trillionth time, my name is Ali. Dazzler is my band." The woman said crossing her arms across her chest. Colossus ignored the woman and tapped Alex on the shoulder; they both began to walk away with Ali right behind them.

"At least, it was… until Charlie pulled a Yoko and broke us up." She continued to whine.

"You know… you're completely different than what I imaged you'd be like." Alex said with the slightest bit of a smile.

Peter laughed, "Professor Xavier never made you leave your band, Dazzler." Peter focused on the word, after realizing that Ali didn't like it. "You joined the X-men all on your own."

"Nah, baldie used his brain tricks and forced me to stay…" She snapped her fingers and looked at Phoenix and smiled. She placed an arm around him and grinned a very devilish grin. "Say, P-bird. What can you tell about the future? You say you imagined me! What about my musical career?"

"Dazzler the only think I would tell you is… you have potential…" Alex said.

"What? That's not…" Alex walked a little further ahead and watched a couple of children play a game. Peter smiled as Alex looked completely enthralled that the children were shooting water at clowns and making them spin into the air.

"Let it go, Dazzler." Peter intentionally used her codename instead of her human name.

"Fine." Dazzler said puffing her cheeks out and crossing her arms across her chest again. "So what's with you?" She looked at the tall Russian man. "I'm smoking hot, and I've got a thing for stupid accents. Why won't you get with me?"

"Not everyone is into metal banging into metal." Peter said watching Alex. Ali looked up at the tall man and smiled at his comment. She noticed that Peter's gaze was not on her, but that of Alex. She smiled and nodded to herself, thinking she understood, but wasn't entirely sure.

"Very good, very good, C-Man." Dazzler said with a laugh.

* * *

><p>"That is despicable!" Storm said, outraged. She was staring at a picture of a wolf girl bursting out of what looked like a tent. Above the half wolf half girl huge words were printed: Half-Animal, Half-Woman! With her name, Wolfsbane labeled at the bottom.<p>

"Cool it girl." Logan said holding a hand out to stop Ororo from charging in. "Ain't our place to tell other mutants how to live their lives." Wolverine said, now having to hold the girl back.

Wild Child sniffed the air. "This is nothing compared to the… Sweet Camps… that creatures like her were ushered to in our time." Logan looked at the girl and quickly got her meaning. Wild Child had tied her long black hair into a pony tail high on top of her head and the wind had started to blow towards Logan. For the first time he got a good sniff of the girl and he shook his head.

He still didn't want to believe what the Professor had told him.

Conner nodded and looked at Ororo. "Really, she chose this for herself…"

"But she is clearly being exploited by these… these humans!" Ororo yelled.

Wolverine shook his head and pulled her down the side ally. He waved at Conner and Wild Child to stay back and they watched the opening to the ally. Wolverine wanted the girl to understand and he didn't need to babysit two other children.

"So, what do you think?" Connor asked Wild Child when the other two disappeared around the corner.

"About?" Wild Child said not focusing on anything but trying to take everything in at once. She noticed Wolverine do it, but he was almost graceful about it. There was just so much that she had to take in and never had so many things she had to take in at once. She suddenly realized how Wolverine did it. He had been born and raised in this kind of atmosphere, while she, Wild Child had been born in a time where there was very little activity.

She would just have to try harder.

"Rose!" Conner demanded bringing Wild Child out of her thoughts and to look up at Conner. The wind picked up again, this time blowing Rose's hair around her face. She quickly pushed it out of her eyes and smiled at her friend.

"Sorry, there is just so much here…"

Conner laughed and placed a hand on her shoulder. The other hand he brushed her wild hair out of her face.

Rose looked behind Conner at Wolverine and Ororo, who were still talking. "I like them… they smell like us… it's weird really, like us, but not. I can't really explain it."

"You mean like a mutant?"

"No, more, almost like family, but not…"

"Well, Angel did say…" Rose placed a hand Conner's chest and he turned to see that Logan and Ororo were walking back. He smiled at her, how he missed talking to his friend, he hugged her and she squeezed just as hard. Ever since coming to this time none of them had had any time for each other. Time, something that they had plenty of when they were fighting on a daily basis for their lives.

Funny how life works out sometimes.

* * *

><p>"Good Lord, is she peeing or giving birth?" Kitty asked with just the tiny bit of annoyance in her voice… just the tiniest bit. Kitty watched in the distance as Anna and Michael were talking to each other eating funnel cake.<p>

It was the funniest think that Kitty had ever seen when Anna discovered the type of food. The way she ate it made her want to giggle too, if only Bobby and Rogue weren't there to ruin it for her.

"Kitty, what is your problem with Rogue?" Bobby asked.

"Besides the fact she used to work for Magneto?" Kitty spat at Bobby. "Not to mention what she did to you when she was with Weapon X."

Bobby looked around to see if anyone was listening. "Kitty, please keep your voice down. We both know she didn't want to do that. She's changed, Kitty. Give her a chance."

"Really?" Kitty said pointing a finger at Bobby's chest. "Then why did she almost murder Sinister?"

"What!" Bobby shot back, finally feeling slightly angry at the girl and pointing a finger at her chest. "And what about Phoenix, which by the way we don't even now his REAL name!"

"It's Alex." Kitty said looking down at her feet, knowing perfectly well what Alex had almost done… and how he almost done it.

"Besides, what is the real reason you can't stand Rogue? Why are you jealous of her?"

"Get over yourself, Bobby. You can't even touch her." Kitty noticed Michael and Anna getting up from the table and start to walk over to them.

Bobby took a step away from Kitty at the backhanded remark. Kitty knew she had Bobby on the run, she was going to ram him as hard as she could until he confessed that he was only…

And then he kissed her.

She tried to push him away at first, but then decided she liked it too much and embraced the kiss by wrapping her arms around Bobby's neck.

Anna stopped dead in her tracks and pulled on Michael's arm. He looked down at her with a confused expression.

"I think we got some trouble." Anna said as she saw Rogue walking out of the porta-potty, looking as if Death itself had announced it was coming over.

"Kitty?" A shriek came from the direction of the bathrooms. "You got less than three seconds to phase to the bottom of the earth!"

"Ah! Rogue!" Bobby said with a slight laughter as he pushed Kitty away from him.

Michael dropped the rest of the funnel cake and quickly tried to make his way to the two girls, but it was too late.

Without even counting or thinking Rogue walked up to Kitty and punched her so hard in the face she flew back a few feet.

"Rouge! What is wrong with you? I kissed her!" Bobby said running over to kitty who wasn't moving.

"I'll deal with you in a minute!" Rouge said, painting rather hard.

"Come on guys… you're gonna make a scene." Michael said as he walked between Rogue and Bobby. Anna had ignored the fallen funnel cake and walked over to Rogue, placing a gloved hand on her shoulder.

"You okay?" She asked, knowing the answer, but wanting to make sure her friend was okay.

In all the confusion no one noticed the long haired man who had walked up to the three fighting teenagers.

"There a problem here?" The man asked, his brown overcoat whipping in the wind.

"No, this is a private matter." Bobby said in a curt voice, not looking up from Kitty who had just started to stir from the attack.

"Excellent, I'm good at keeping secrets." The voice said with a hint of amusement.

"I don't know who you think you are –" Bobby started, frost vapor appearing as he talked, but he was cut off by the man.

"Then allow me to introduce myself… the name's Gambit." The man said as he pulled a card from his jacket. Bobby looked at the card and noticed it was the ace of hearts… he smiled at the irony.

"My Card…" Gambit said as the card began to light up a pinkish color.

"Bobby!" Anna yelled. Michael tore his attention away from Kitty and looked at the man that was standing near them. A small playing card glowing pink in the night.

"Is that what I think it is?" Michael said, his body beginning to shift, something that only happened when he started using his phasing powers.

"Dude, back off." Bobby said as he stood up and began to ice his body from head to toe.

"Bobby…" Rogue said, looking at the concern that was in Anna's eyes. "Do you know him?" She asked Anna.

He's…"

'Well, well… if that's the way it's gonna be." Gambit said as he threw the card at Iceman. When the card struck Iceman it exploded on impact and teenager flew into a stand of stuff toys behind the group.

"What the hell, dude?" Rouge asked as she took off a glove and made her way to touch the man that attacked her boyfriend.

"I would keep the gloves on, girlie. Your coldhearted little –"

"I strongly encourage you to step off." Dazzler said as she held beams of light in her hand and balls of glowing power floated around her. Storm and Tempest floated above her while Wild Child and Wolverine had claws extended, not happy that one of their own was attacked. Colossus had turned into his metal forum and had ripped his shirt into shreds. Finally Phoenix floated behind all of them, his signature fire bird hovering around him, its wings extended around the group of his friends, protecting them.

The man smirked and looked behind him. Rogue and the other two were standing almost exactly the same, all protecting one another.

"You will not hurt anyone." Phoenix said in his dark voice, the fire that surrounded him seemed to try and consume the world around him.

"Hold on, I know you!" Storm said looking at the man called Gambit. "The Professor and I tried to recruit you a while back!"

"Yeah well, I found… better employment." Gambit said charging up another card. Rouge had gotten so close to Gambit that she thought she could take him off guard, but he was waiting for her.

Gambit quickly grabbed her and held the glowing card to his throat.

She screamed.

The rest of the X-Men froze.

"Do it!" Rogue yelled. "Go ahead and attack!"

Without waiting for anything else to happen Gambit threw the charged card out, not at the group of X-Men, but at the huge ferris wheel. With a huge explosion the wheel fell off its holding place and crashed down among the crowd.

"My God!" Storm said as she flew towards the huge wheel.

"Wild Child!" Wolverine said, "You're with me! The rest ya, go help the wounded."

"Phoenix, I want you to help slow the wheel down for Colossus," Storm began. "Then help me with the passengers at the top!"

Everyone went to work without thinking. Within moments everyone, including Dazzler was trying to help get people to safety.

* * *

><p>Wolverine walked up to Gambit and snarled. "You still gonna hid behind her or act like you have a pair?" He asked as he pointed a clawed had at the man.<p>

"I'll bite, little man. But if you bring the claws…" He pushed Rogue aside and withdrew a tiny metal stick that started to extend has Gambit held it out in front of him. Gambit smiled as the staff grew to its full length.

"Rogue!" Anna yelled as she ran to the fallen girl. "You okay?"

Rogue looked up at Anna and sniffed. Clearly confused at what was happening. A part of her was scared… the other part was just… mad.

Wild Child ran up to the group as Michael phased through the three girls and stood in front of them to protect them. Wild Child sniffed the air and narrowed her eyes. Something wasn't right here.

"Wolverine!" Wild Child yelled as Gambit flew towards Wolverine, metal stick aimed for his head. As Gambit brought the pole down on Wolverines head it snapped and exploded as it hit Wolverine's metal skull.

Wolverine smiled as he brought up his fist and three metal claws. "Hope that was worth it." Wolverine said has he started to slam his clawed fist into Gambit's head, but was stopped when the man grabbed onto one of his claws.

"Give it up, bub. You see what my skull did to your magic wand? My whole skeleton's laced with the same crap. You can't beat me." Wolverine started to push his hand closer to Gambit's head, but the man laughed.

"I already have…" Gambit said as the claw start to glow pink, the same color as Gambit's eyes.

"Logan!" Anna yelled at the man. "He has the power to –"

"Yeah! Got it!" Wolverine grunted.

"Wolverine!" Wild Child yelled, starting to run towards the older man, but he stopped her with the wave of a hand.

"You so much as nick me, I blow you up from the inside out… take half the park with us." Gambit finished with a smile.

"You're bluffin'." Wolverine hissed

"Wanna find out?"

Wolverine withdrew his claws and backed away from the man.

"Smart move, little man. And by the by… aint the size of the wand…" Gambit had charged up the broken wand the entire time he had been talking to Wolverine, he was planning on tricking him no matter what Wolverine had picked. "… it's the magic in it." Gambit slammed the super charged stick into Wolverine's mouth and jumped out of the way. Rogue and Wild Child both screamed for the man, but their voice was lost in the super explosion.

Phase went solid as pieces of the explosion zoomed towards him and he protected the girls from harm.

Wild Child was too close and was thrown back by the force and slammed hard into the wall twenty feet behind her. Gambit rolled past Phase with the explosion and grabbed Rogue. He quickly got to his feet and pulled the young girl away.

"Stop!" She screamed. "Don't kill me!"

"I'm not a murderer. I'm a thief."

"What do you want?" She yelled as Gambit began to drag out through the crowd, throwing charged cards out behind him, causing more panic and mayhem. Making sure that no one could follow them.

"You, Cherie… I been sent to steal you." His smile deepened as his eyes glowed a sickly red color.


	7. Issue 52

It's been so long! Almost two months, so sorry, been super busy and computer problems and what not... this is part two of the new story, hope you like!

Ultimate X-Men:

Issue 52

Cry Wolf: Part 2

Gambit sat against the far wall of the cell. He was thinking about everything that had happened in the last couple of hours. Thinking about what has happened to him in the past couple of days, years. The man was holding onto the deck of cards that he liked playing with, not the kind that he charged and attacked people with, but his deck, his special deck.

Hell, Gambit thought as he pulled another card from the deck in his hand and looked at it. He didn't know if he was cursing because of the hole he got himself into the game or the hole that he got himself into with his life.

The girl moaned from the far side of the cell and Gambit sighed. Gambit's long brown hair was covering his face, but he could see perfectly well through it. The girl began to stir. He felt completely quality about what he had done last night, but if his employers wanted the girl, then is job was to get the girl.

Rogue kicked once and Gambit put down the card that he was holding. The Queen of Hearts.

_Looks like that's not the only thing that stole my heart…_

"AHH!" Rogue screamed as she shot up out of the makeshift bed. She tried to move her arms but they were bound together by some metal thing she had never seen before. She tried to move her fingers, but nothing would work, it was almost too heavy to move, almost. "Where?"

"Take it easy Cherie." Gambit said turning his head to face her and placed another card on the wooden box. "Everything's gonna be fine." He stood up and walked over to her, eyes glowing red. The coat that he wore was incredibility hot, but he thought that it made him look rather cool and refused to take it off, it swayed as he moved closer to the girl.

"Glad you finally shook off that ether ragging I had to give you." Gambit said as his hands moved like lightning to place his cards in a pocket in his jacket. "I was getting tired of playin… by myself." The man smiled. He noticed she smacked her lips, must have been the after taste. "Maybe the two of us could play some hearts?"

"You need three people for that, you perverted swamprat." Rogue spat at him.

"Well then, guess me and you gonna have to play a little war." He smiled as he hummed the last word.

Rogue looked frighten, but she refused to let this man have the upper hand to her. She knew she was doing a hard job of it as of right now, but given the chance, she would fight back!

* * *

><p>Coney Island:<p>

"Logan!" Ororo yelled as she flew closer to the man. The rements of her white hair flapping in the wind as she drew closer. Wild Child held out a hand and grabbed the flying mutant before she could get any closer.

"He needs time."

"Logan!" She called out to him, "are you…?"

Wolverine slowly got to his feet, his face growing back from the explosion that happened from within. "…Rogue…" He tried to form words, but having no lips or tongue made it almost impossible. When he finally got to his feet he started to move in a general direction, he didn't care. He had to find the girl.

Wild Child finally let go of Ororo and both women walked to the man trying to walk away. Smoke was still coming off his body as he made his move and Wild Child could smell burnt flesh, she would be surprised if Ororo couldn't smell the flesh.

"Wolverine, no! You're in no shape to hunt anything!" Wild Child said walking up behind the smoking Wolverine.

"Hav…goin' after 'im… 'fore I lose 'is stench…" He managed to get out between the blood and teeth that were growing back.

"That guy blew half your face off!" Storm said walking up to the other side of the man.

"It'll grow 'ack." He said sliding claws in and out of his fist to test them. By now the rest of the X-Men had started to gather around Wolverine, all worried for him.

"Wolvie. I know how fast your healing factor works…" Wild Child said.

He stopped and looked at her, trying to smile he weaved her to join, stealing a quick glance at Alex he nodded at her and she quickly followed him, if he wouldn't stop so he could fully heal then she was grateful that she could go with him.

"I'm going with them!" Iceman yelled as he charged off, but Colossus held on to the young teenager.

"Bobby, wait. I know who you feel, but underclassmen aren't allowed to—"

Bobby went subzero as Colossus took his hands off the young man, he didn't hurt Colossus, just surprised him."Phoenix, call off the Russian or I'll show him what temperature steel cracks at."

Before Phoenix could reply to the very rude comment Colossus creaked with anger. "I spent my summers in Siberia, boy. You don't scare –"

"Enough!" Storm yelled as she hurled lighting around the group of X-Men.

Conner, Michael, and Anna all gathered around Alex to figure out their next move. Someone had to tell Xavier, while the others had to go after Rogue.

Anna was quick enough to go after her dear friend.

"Does she have to do that?" Phoenix whispered to Tempest who just smiled at him.

"We've already got one missing child, Iceman." Storm said, distain entering her voice. "We don't need another." She said as she floated into the air. "I'm taking Tempest and we'll go after Wild Child and Wolverine. Phoenix, take the rest of this search party back to the Institute and get your orders from Xavier!" She said.

"Storm, maybe…" Phoenix said making her stop and turn to look at him.

"Leave Wolverine to me… please." Storm almost pleded and turned around to fly off with Tempest before Phoenix could say anything else.

Phoenix nodded and watched Storm take off again. "Storm say's that she knew the guy… her and the Professor tried to recruit him." Alex watched the retreating forms of Tempest and Storm. He quickly turned to face Bobby and the rest of the X-Men with a glare.

"Bobby, what happened?" Kitty asked walking up behind him. "One second, Rogue was going to kill—"

"This isn't about you, Kitty." Iceman said throwing a glare at the girl so hateful she had to take a step back. "It's about finding the girl I love." He said as he jumped on his iceslide and rode away.

"Bobby!" Michael shouted towards the retreating form.

"Let him go." Alex said floating into the air fire, seemingly consuming him. "We have to find Rogue before it's too late."

"Too late?" Kitty said looking frightened. "What do you mean by that?" The rest of the group quickly followed hind Alex, no one answering the young girl. "Well? What does he mean!"

* * *

><p>"Smile, chiere." Gambit said taking a seat next to the girl. She had moved into the corner of the room and glared at her captive. Gambit pulled out his deck of cards and began to shuffle them from one hand to the other.<p>

"Take off these handcuffs, and I'll do a lot more than smile for you." Rogue said, a sickly smiled spreading across her lips.

Laughing, "Sorry, I been briefed on your gift." Gambit inched closer to Rogue's face. "I know you can drain the power outta anybody you lay a finger on…" His breath blew on Rogue face hot and sweet. She couldn't believe someone so evil could have such nice breath, she almost smiled at that.

"A cures is more like it." She sneered at the word in her mouth. "I can't even hold hands without putting my boyfriend in the hospital."

"Your boyfriend?" Gambit said inching even closer to the girl, their lips barely a finger apart. "He the one I saw mackin on that other girl?"

"What…" She said trying to back away, but she had already back herself in the corner. She had nowhere to go. "What do you want with me…" She whispered as she closed her eyes to get a breath. He was beautiful; she just didn't want him to know that.

"Your forgiveness." Gambit said as he backed away from her, placing his head against the wall. "I know this went down in a bad way, but you gonna see real soon that it was all for the best."

"I'm scared…" She whimpered as Gambit jumped to his feet and stayed in a crouching position.

"Of me? Rogue, I rescued you." He said waving a hand showing off the room. A smile spread across his lips, clearly he was joking, but a part of Rogue thought he was being serious. "I got myself a life those X-folks never coulda given me, and you deserve the same. You're safe here."

Gambit stood and held a hand out to the young girl. She looked up at him and a slight smile spread across her lips, he was very handsome.

"Can I ask you something?" She said looking up at the man, a deep smile spreading across his face.

"Anything, chiere." He pulled her up and their faces were so close Rogue didn't even have to move an inch to kiss the man. He fell right into the girl's hands.

"My powers don't just work through my hands, chreep!" She said as she pressed her lips so hard on Gambit his eyes went wide with shock. She felt his powers drain from him as she absorbed him, powers and memories. Ah, the memories were horrible, instead of hatred, which she should have felt for this man, she felt pity. The memories were something that she would have to keep with her forever.

"Get out of my head!" Gambit yelled at the woman and managed to push Rogue away. Rogue flew back, landed on her backside and looked up at the man who looked sick.

"Dommage, monsieur." Rogue said as her metal holdings started to glow pink. Rogue called upon all the power that she could muster, all of Gambit's power rushed through her. She no longer felt like herself, she never did after absorbing someone's powers and memoires.

Rogue rushed over to Gambit before he could figure out what was going on and slammed her charged fist into his chin. With a loud crack Rogue laid an uppercut so hard on the man that he flew back into the far wall.

As the Gambit flew back, Rogue's shackles exploded and her hands were finally free. She looked over at the man and noticed the stack of cards he was playing with before. "Merci beaucoup." She said as she picked up the cards and looked at the door that was holding her in the cell.

All she had to do was touch the door… and she would be free.

From outside the men guarding the door watched as the door started to glow pink. The door exploded from within and all the guards brought their guns to attention. Rogue stepped out of the room, eyes glowing a dark red, the stack of cards glowing a few shades lighter.

"Rogue, isn't it?" The head guard asked as he pointed his gun at the woman, the little red dot lining up with her forehead. "Enjoying your stay with us?"

"La vie este l'enfer."

* * *

><p>The Xavier Institute:<p>

"Well? Anything yet, Professor?" Cyclops asked as the entire group of X-Men was waiting in the Professor's study. It was starting to get cold out and Xavier had lit a fire to combat that cold. He even poured himself a glass of ice cold wine and gather a book that he had been meaning to read for quite some time…

But all that was before his students burst into the room.

Xavier was connected to Cerebro, trying to find the group's missing teammate, Rogue.

"Finding two people in New York city isn't the problem Scott. Finding the right person is and it has nothing to do with luck." The Professor said placing a hand on the metal helmet around his head, trying to concentrate in finding what they were looking for. "And despite Cerebro's amplification of my abilities, I have been unable to locate Rogue or her abductor anywhere."

Scott looked at the group. No one would meet his eyes, everyone was either worried about Rogue, or just off in their only little world. "No one didn't even see which direction they went?" Scott asked in a tone of disappointment, he was clearing trying to insinuate something.

"Don't blame us, Summers." Dazzler said pointing a finger into the man's chest, a burst of light appearing around the spot. "That hoebo with the bad haircut kept us busy playing Ultimates for the helpless humans." Dazzler pushed her finger a little harder, hoping to start something but Scott didn't move, that infuriated Dazzler even more.

Cyclops' visor glowed red with the threat of Dazzler, but he didn't move a muscle. "LeBeau knew how each of you would respond, even knew who to handle Wolverine. Whoever he's working for provided him with good intel…"

"Sounds like a leadership problem…" Dazzler whisper, nudging Kitty who just turned away.

"… AND good intel doesn't come cheap." He finished ignoring Dazzler's comment. "If Gambit's employers have enough resources, they might be able to afford the kind of psychic barriers organizations like SHIELD utilize."

"Cyclops… it's not that hard to figure out how the X-Men would handle things." Phoenix said, standing near the door to the exit, watching everyone in the room.

"What?" Cyclops asked the man. Scott was slowly getting around to trust the man and Jean watched as the two held a conversion.

"I mean… We are X-Men. What do we do?"

"Protect –"

"That's my point." Phoenix cut the man off. "It's not hard to figure out what we as a team would do. What we need to do is narrow down who has the finances to do something like this."

"But, how do we know SHIELD isn't behind this?" Angle asked, stretching his wings on the other side of the room, looking from Phoenix to Scott.

"Or Veapon X?" Nightcrawler added. "Perhaps our old enemies have finally regrouped…"

"Enough." Phoenix said as he looked at the Professor who finally took of the metal helmet, shaking his head in frustration.

"Phoenix is right…" Jean said walking to the Professor. "Maybe the three of us could use our powers together. If we combine our telepathy, we might be able to broaden our search." Jean couldn't believe the words as she said them. Why on earth had she said the three of them?

The Professor nodded his head and rubbed the back of it. "An excellent idea, Jean. I'll have to ask everyone else to wait outside. This will require a great deal of concentration for us." The Professor said.

"Professor… I'm not sure I'm that…" Phoenix began.

"No need to fear, our young Alex…" The people that didn't already know Phoenix's real name looked at the man in surprise, when did that happen? "Any level of telepathy will help, besides I feel you have more power in the area then you believe."

Cyclops nodded at everyone, "You heard the man, clear out."

"Actually Scott, we kinda need you to leave too." Jean said looking at the man. Xavier grabbed Jean's wrist and looked into her eyes, she smiled down at him. The Professor then grabbed Alex's wrist.

"Oh… Uh, of coruse." Cyclops said walking towards the door. He was the last one in the room and he stole one last glance at his love.

_Don't worry, babe. We'll find her._ Jean said via telepathy.

* * *

><p>Somewhere in New York City:<p>

"Don't even think a wrong though, sweetheart." A man dressed all in black said pointing a gun at Rogue. She just smiled at him and pulled a card out of the deck she had stolen from Gambit.

"Ah don't know who the hell ya people are, but if you didn't need me alive, ah got a feeling you woulda done shoot me." She smiled as she pulled two more cards out, all glowing a bright pink and dripping with charged power.

"Drop the cards!" The man said, clearly losing the confidence he held before.

"Yeah, ah may be a bit outnumbered, but I hold all the cards see, and when I hold all the cards…" She smiled as she threw the three cards at the group of men before her. "…your future don't look to bright." As the cards it their objects they exploded.

The men who were not hit flew back from the blast and the ones that did get hit were out cold. Rogue had charged the cards just enough, she was relived. She didn't want to kill anyone and these power were new to her, she was glad she absorbed just enough of Gambit's life experiences to know how to use his powers as well.

"Wolfpack! Use your tasers!" A man screamed as Rogue jumped into what was left of the group and started throwing punches. She threw another set of cards and laid waste to the men in front of her. "Watch her! Don't let her—"

"Quite!" Rogue said as she slammed her elbow into the man's neck. She grabbed him as he start to fall to the ground, using his body as a lever she back flipped behind him and started to run down the hall as more of the guards appeared from other halls.

Things were quickly getting out of hand and Rogue was quickly losing what momentum that she had gotten. She stopped running when two men appeared in front of her. She quickly looked around and smiled, perfect.

"No need to show me the way out, boys. I'll make my own exit." She said with a laugh as she charged yet another card and threw it at a set of windows that exploded on impact. She ran towards the opening but came to a stop at the sight before her. "No…" She said in a quite whisper. The wind whipped the hair from her face and her eyes went wide at the sight.

"Where… Where am I?" She said as she looked out over the city below her. She looked around at the other buildings, she had to be in mid town, or close to down town… But... how?  
>"To bad no one had wings for you to steal, eh?" A voice said from behind her.<p>

"Who…?" Rogue said as she turned to two people standing before her. They were both very tall. Both had blond hair and blue eyes and wore glasses. The woman was very skinny, while the man looked to be of medium build, but Rogue couldn't really tell because of his suit that the man was wearing.

"Welcome Rogue. My name is Andrea Von Strucker. This is my… partner, Andreas." The woman said. Her hands were in her pockets and she didn't even motion towards the man next to her when she introduced him. "Unless you're a Forbes subscriber, you may not be aware that we're the co-presidents of Fenris International.

"We're also the people who sent Mr. LeBeau here to acquire you at Coney Island." The man put in, keeping his hands in his pockets much like his partner, neither one of them moved a muscle.

"Acquire?" Rogue shouted him them. "I ain't cattle you sick piece of -!" Rogue was clearly upset and shouting, very loudly. But she stopped when Andrea removed her hands from her pockets and put her right hand in the air.

"Trust me, Andreas and I couldn't agree with you more." Andrea said. Andreas mimicked every move of the woman as the both grabbed on to each other's hand and raised their remaining hand. The hands that were grasped together started to glow a golden color and then their opposite hands shot out a blast of energy the same color. The two beams of energy smacked into Rogue's hands holding the deck of cards, when the light dissipated the cards where just dust in her hand.

"You… you people are mutants, too?" Rogue asked feeling uneasy for the first time since her capture. She had been scared for sure, but she had never felt helpless till now.

"Shh," Andrea said placing a finger to her lips. "Don't tell the World Bank." Rogue knew that she was making a joke, but at a time like this, under these ciremstances.

"Andrea and I realized long ago that the only way for Homo superior to achieve true equality with mankind is through economic empowerment." Andreas said with a sick smile spreading across his lips. "But in order to compete in a human-dominated business world, we must occasionally utilize… creative measures." Gambit had finally awakened and was seen by Rogue and Andrea walking up behind Andreas.

"Measures like corporate espionage of which Gambit here is one of our foremost practitioners." Andrea said, waving a hand towards Gambit as he crossed his arms across his chest and smiled down at Rogue.

"You want me to… spy?" Rogue said shocked.

"Never fear, our team will be able to mask that accent, help you blend in with the world of high finance." Andrea said moving a hand to her hair and replacing a strain of hair that had somehow fell away from the rest of her hair. "Regardless, your ability to absorb skills and recollections should prove invaluable in ensuring that Fenris stays ahead of our executive rivals." The same piece of hair fell out of place again and this time Andrea held a hand up to it and pulled it out at the root.

"Why should ah help you?" Rogue yelled at the three. "You people kidnapped me!"

"We can help you." Andrea said simply. "Unlike Charles Xavier, we have a vested interest in curing you of the limitations that keep you shackled to that school." Rogue's eyes narrowed. "Agree to sign an exclusive contract with Fenris, and through our patented bioengineering process, we will give you complete control of your abilities."

"You mean…"

"Help us… and you can finally know what it's like to touch someone… even kiss someone for real."

Rogue's eyes widened in surprise… to touch someone, to kiss…

* * *

><p>Somewhere in New York City:<p>

"Feeling better?" Storm asked as she flew down towards Wild Child and Wolverine. Wolverine sniffed at the girl.

"Hardly. I was closing in on 'em but then the wind went dead on me." Wolverine hissed looking out over the city. Wolverine looked to be completely healed, which was a marvel to Storm. He had almost lost his entire face, now it looked like nothing had happened to the man.

Wild Child smiled and walked over to Tempest as he landed on the roof of the same building, a few meters away from Wolverine and Storm. He quickly wrapped an arm around the girl as she embrace his huge and walked to the other side of the roof, giving the other two mutants sometime alone.

Rose knew what was going through Storm's head, but she wasn't quite sure what was going through Wolverine's head. She felt the wind pick up and she sniffed the air. She wrapped her hands around Tempest thick waist and they both went into the air. She could smell better in the air, away from the buildings and the distractions. Tempest knew this and without even asking knew what to do.

The two floated around the building and they drew closer to the two other mutants who were still talking.

"Me and Rogue, we both been used and abused by the same monsters. Magneto, Weapon X any countless number of… losers." Wild Child over heard Wolverine said. She looked up at Tempest and smiled. She rested her head on his chest, they never really went past this formal thing they had going, although she knew both wanted more out of it, whatever it was.

"She could be the closest thing I got to a kid sister in this world, but I… I never reached out to her." Wolverine said and Wild Child pushed her head off Tempest chest. Kid sister… something about that ticked Wild Child's head… something reminded her of the conversion that she and Conner had had…

Wild Child noticed that Tempest changed directions and they were facing away from the building. Alone time… She knew what was happening on the roof, it was the same thing that Wild Child wanted to experience with Tempest… But would he ever make the move? Maybe she should?

Wild Child looked up at him and he smiled down at her. She placed a hand on his chin and pulled it closer to her lips. Tempest didn't fight the girl, in fact she thought he embraced it and without a second thought she no longer needed to guide his lips to hers. He found them on his own.

To be continued…


	8. Issue 53

Ultimate X-Men:

Issue 53

Cry Wolf: Part 3

"Ah may talk like an idiot sometimes, but that don't mean ah just fell of the turnip truck!" Rogue spat at the three people staring at her. Rogue had had enough of this stupid game and she wanted out of here. She didn't even know how long she had been trapped in the building, only that it was night.

She didn't know if it was still night from when she was kidnapped or a different night, all she knew was that she wanted to get out of there. "You still haven't told me why I should trust you freak anyways!"

Andrea smiled and placed her hands back into her pockets, she looked disgusted that she had to explain herself. "If your "Professor" were a real educator, perhaps he would have taught you that Fenris was the Norse wolf who brought about the twilight of the gods."

Andreas placed his hands behind his back, "Similarly, Andrea and I hope that our company will help bring an end to humanity's financial dominance over mutantkind."

Gambit sighed and realized that the twins were not getting to Rogue. "The von Struckers are real, Rogue." Gambit added. "Sign on the dotted line, and they'll change your life."

"So what?" Rogue asked, leaving her defiance pose and looking confused. "Ah agree to snoop on your competition as some kinda high-society spook, and you bleach blond yuppies help me get my "gift" touch under control?" Rogue asked

"Well, the patented bioengineering process that Andreas and I developed –"

"Sounds like crap." Rogue said taking a few steps closer to the two partners. Gambit uncrossed his arms and placed a ruff big hand on the girl's shoulder, stopping her from getting any closer.

"Easy, chiere."

"All my life, people have been telling me that if ah worked and worked and worked, maybe ah could stop hurting every living creature ah come into contact with." Rogue said taking a step back. She didn't want to relive the memories of hurting people, but she brought them up to make her voice sound more convincing. "And now you're saying ah could be cured with one dose of whatever crap you're peddling?"

"We would never ask you to join our cause before providing you with proof that we can and will hold up our end of the bargain." Andreas said looking completely bored with the conversion.

"Proof?" Rogue asked, this time just a little curious.

Andrea smiled and a dark expression spread across her face. "Take off your cloths."

* * *

><p>Somewhere in New York City:<p>

Wolverine had wrapped his arms around the woman that he was kissing. He stopped and pushed her away from him. "Ororo, stop." He said as she tried to line in for another kiss. "This… this isn't right." Wolverine stole a glance up at Conner and Wild Child; they seemed to be sharing an intimate moment as well.

Storm sighed. "Of course. Rogue is our priority now. This isn't the time for –"

"Ro, it'll never be the time for me and you." Wolverine said as Tempest and Wild Child landed down next to them. Wild Child took a quick glance at Wolverine who nodded.

"What?" Storm said.

"Kid, I got socks older than you."

"Logan, I'm the same age that Jean was when the two of you—"

"Jean was a mistake… and different… We got demons."

"Demons?" Storm yelled at him. Tempest and Wild Child tried to take a step back because of the tension in the air, but there was nowhere to go. They were on the roof. "I watched my last boyfriend murdered right in front of me!"

"Stop it for a second." Wolverine said as he waved a hand in the air. Wolverine smelled something at the same time Wild Child did. He took one final look at Storm and noticed that Wild Child had already jumped off the building. Tempest stayed behind, most likely to help Storm find her way once he too disappeared. Wolverine smiled at the girl as he watched her glid off the roof and land on the street far below.

She was good… almost as good as him.

"Tempest. Take Storm home. I'll take care of the rest." Wolverine said as he jumped off the roof.

"If you think…" Storm said as Tempest placed a hand on her shoulder.

"You mean you don't want to follow?" He asked and she smiled at him. Her eyes glowed with lighting as they both took off in the same direction.

"Thank you." Storm said as they flew in the general direction of the other two mutants.

"For what?"

"For… for not judging me."

Tempest didn't say anything as they flew through the air. Why would he judge her? He had no room for things like that, not with what he was going through. What all his teammates were going through.

* * *

><p>"This is your end of the bargain?" Rogue asked as she looked down at the new battle suit she was wearing. It was made of two pieces, both black leather. Her chest and top of her stomach was cover with the black leather and had a golden wolf head on her chest. The lion head was so large that it started on one end of her chest and ended on the other. She wanted to groan at the outfit… and she thought that the X-Men battle suit was bad. Her lower body was covered from waist to feet with the same material. "If all ah I wanted was another stupid uniform, I'd left the moment I heard about this cockamamie idea."<p>

"Patience, Rogue. Everything will become clear in a moment." Andrea said as she placed her hands behind her back.

"Gambit." Andres said, smiling. "Attack her." The tall blond haired man gestured with his chin.

Gambit smiled himself and reached for something in his long brown coat. As Gambit took a step forward he withdrew his "magic" rode. "My pleasure, boss man." He said as he withdrew some cards and super charged them.

Rogue took a defensive stance, "Hey! What kinda recruitment drive is this?"

"You best stop cluckin and start fightin, chiere." Gambit said as he inched closer to the woman. Gambit quickly threw his cards as Rogue jumped into the air, just being missed from the attack. She landed on her hand to push herself back into the air and over a crouched Gambit. When Rogue landed closer to him she aimed a kick at his head.

Gambit smiled and dogged the attack and threw another set of cards. She too dogged the attack, but he had managed to push her up against a wall. He attacked with his pole, pinning her against the wall. "You call this a fight?" he asked her, inching his face close to her. "Touch me! Steal my powers!" he screamed at her.

"And let your thoughts into my head again?" Rogue said with disgust. Rogue remembered all too well what happened last time and what she said next was true. More true than she would like to admit. "I'd rather die!"

"You haven't been inside my head since you laid that kiss on me." Gambit side with a huge smile on his face. The Way he looked at Rogue infuriated her. "I've got all sorts of new thoughts in there now." His smiled deepened as Rogue's eyes went wide with all the thoughts that he could be thinking of her.

Rogue slapped him; she slapped him as hard as she could. He went flying back, taken by the force and fell to his knees. "You twisted sick piece of…" She stopped; she just realized what she did. She touched him! She touched him and nothing happened! She didn't absorb his powers or his thoughts. "Nothing… nothing happened." She looked down at her hands. "Ah, touched you, and ah didn't feel a thing."

"At least that's one of us…" Gambit said as he sat on his knees, rubbing his face where the girl smacked him.

"You have your stupid uniform to thank for that, Rogue." Andrea said smiling slightly. "It's made of an experimental polymer that dampens mutant abilities as a small electrical current is passed though its fibers."

"When you're ready, the material will be grafted to your subdural vascular network, and powered by your own biochemical energy." Andres said taking a step closer to Andrea. "This will mentally allow you regulate your powers, turning them on when you're in the field, and turning them off when you wish to purse more… recreational human contact." He sounded almost disgusted at the thought. Rogue didn't know if it was from her, or the fact of "recreational" human contact.

"Are you serious?" Rogue asked taking a step closer to the two. This was something that she had never thought of before, nor the professor… Why?

It seemed too good to be true… and her father had always warned her about that.

"I'm proof it works." Gambit said finally getting to his feet. "When these two found me a few months ago, my powers had started spinning outta control. I couldn't touch anything without it exploding in my hands. The Fenris saved my life."

"Yeah, so you could rob people for them."

"Corporations ain't people, cherie." Gambit said taking a few steps closer to Rogue. "Trust me, I been inside their vaults and secret chambers. I seen where the bodies are buried. Corporations are monsters…"

"Fenris is a corporation." Rogue stated starting to think of ways to finally get out of the situation. She knew her choice, now she just wanted to get as much information from these people as she could.

"We're the next stage in corporate evolution, a public company privately run by and for mutants like you." Andrea said.

"It's fine for Charles Xavier to put a half-dozen kids up in his mansion, but we hope to do something for hundreds of other mutant children living below the poverty line in this country." Andreas said.

Rogue smiled, good, they didn't know about the _new _students yet. Well she didn't plan of letting these freaks know about them.

"We always funnel the profits generated from Gambit's… acquisitions right back into the Homo superior community. Andreas said, not taking note of Rogue's smile.

"Stealing from the rich and givin to the… strange, huh? Sounds familiar…" Rogue said.

"But we can't do it alone, Rogue." Andrea said

"Even Clyde needed his Bonnie, no? And Robin Hood needed his… his…" Gambit had lost the words, he actually didn't know the story very well, but he caught hint of Rogue's comment and wanted to try and make her feel more comfortable.

"Marian." Rogue said, holding her hands out to the man. "Her name was Marian." Rogue smiled at the man still sitting on the floor and he took her hands to help him up.

* * *

><p>The X-mansion:<p>

"Ahh!" Iceman screamed as he punched the head of yet another ice sculptor. "We should be out there helping the others find this tool, not waiting for the Prof to take him time and… and!" The group that had been dismissed from the study were in the hanger getting ready for the takeoff. Iceman had been repeating the process of making ice sculptors and they destroying them ever since he made it to the hanger. Angel was fueling up the jet while Colossus was pushing the tank of gas closer to it.

"Can you knock it off with the ice sculptures, ice-tray?" Dazzler said. Pulling out a hand mirror and pushing one of the fallen spikes of her hair back into place. "You keep sucking all the moisture outta the air. It's murder on my spikes."

Kitty phased through the wall along with Phase and stole a quick glance at Iceman. "Bobby, you heard the Professor. As soon as they find the location of Rogue, we can all leave here in the X-Wing, together." She looked up at Phase and put a hand on his huge arm. "Where is Charger?"

He looked down at her and smiled. "She is with are… she is with Blink." He said in his too deep voice. Kitty nodded and turned away to walk closer to Iceman, she was concerned for him, even if he was being a jerk.

"What do you care, Kitty." Bobby shot at her. "You're probably happy that both of them are gone."

"To far, Icepick." Phase said taking a step closer to the young man. Kitty placed a hand on his chest and he shrugged walking over to the jet to help Colossus and Angel.

"What is that suppose to—"

"That stunt you pulled before Rogue got snatched! You tricked me into making out with you!" Iceman stopped making his ice sculptors and stared at the girl. "You don't like the competition."

As the fight started to get louder Nightcrawler poked his head from a hole in the jet, looking at the two. "Katzchen made out with Robert?"

"No!" Kitty yelled as she realized everyone stopped doing what they had been doing and watch the two of them fight. "He made out with me!"

"Whatever, I'll be waiting in the plane." Iceman said not waiting for anyone else to stare at him. He walked into the jet and slammed the door behind him.

"Don't worry, pussycat. If we find Rogue's corpse in a ditch or something, I'm sure Frosty will settle for you." Dazzler said now realizing that a fight would not ensure. She closed the lid to her mirror and sighed.

"What is wrong with you!" Kitty screamed as she sent her fist fly into Dazzler's head. Dazzler screamed, she did feel Kitty's hand make contact and when Dazzler realized what the girl had done both crashed into the floor. She was already summoning up her power to counter Kitty's. "I'd pull your brain right out of your skull if you had one!"

"Get you paw otta my head before I laser off your acne-covered face—"

A red beam of energy shot at the two, not hitting them, but close enough to make them jump back. Everyone then looked at where the source of the power came from, Cyclops.

"The Professor is trying to concentrate. Shut it." He said as he took his hand away from his visor. Cyclops watched as the two girls walked to other ends of the room and stood in the doorway, watching everyone.

He was clearly mad.

"Have you guys always fought this much Pete?" Angel asked. He was done with connecting the fuel pipe to the jet and was now sitting on the wing, watching Colossus do something under it. What he had no clue, he had never had to work a day in his life and he never had to worry about mechanics because of his money.

"Oh, you weren't here when Cyclops and Wolverine tried to kill each other." Colossus said with a slight laugh "I'd say we're improving."

"Ha, hormons." Phase said handing a basket of tools to Colossus.

"Da." Colossus said taking the basket and nodding his thanks to the bigger man. Colossus was intimidated by him. It was a weird feeling, never before had he felt this way around another living soul. He had always been the strong man and bigger man besides. Standing next to Phase, Colossus felt… small.

"Say," Colossus said, trying to sound causal. "What can you tell me about Phoenix… I mean Alex?"

Phase smiled and the man and he blushed. "What do you want to know my friend?"

Colossus thought about it for a moment and shrugged.

"Stuff."

* * *

><p>New York City:<p>

"So I trust you've reached a decision?" It really wasn't a question and Rogue knew it. The twins were not giving her a choice in the matter. It was either work for them or… or… well she didn't know what the or was, but she feared that she might have a clue.

Rogue didn't know who asked her the question; she was too busy thinking… what would she do? Before she, was simply just playing around with the idea, but now…

The ability to touch… to love.

"Reckon ah have." She finally said looking down at her hands. "I'm flattered by the offer, but I'm gonna have to pass."

"What? But your powers?" Gambit asked concern in his voice.

"I've done some awful stuff in my time. Horrible. This… this curse of mine is a reminder of that." Rogue said as she placed her head in her hands. "Maybe it'll be lifted someday, but ah gotta earn it first. I never had anything handed to me and I don't plan on startin now."

"Save your superstitious moralizing, child." Andreas said.

"You will join our organization." Andrea said, all the little pleasantly sounds out of her voice.

"But—" Rogue said taking a step back, she had her suspensions that this might happen, just not so quickly.

"You've already seen and used proprietary Fenris technology." Andres said taking a defensive stance,

"By putting on that outfit, you tacitly consented to our a priori agreement." Andreas said copying Andrea stance.

"What?" Rogue said, sounding a little taken aback. "You… You tricked me!"

"You told me this was her choice Andreas." Gambit said walking next to Rogue. Gambit stopped in front of her and placed a hand around his hack and grabbed on. He didn't like the way this was going. Didn't like it one bit.

"Stay out of this LeBeau." Andrea said grabbing Andreas hand. "Or do you want us to tell your new playmate about the army of skeletons in your closet?"

"We brought Rogue here to be your partner, but she can just as easily be your replacement." Andreas said raising his glowing yellow hand and pointing it at Gambit.

Rogue almost gasped. She hadn't even realized that the two mutants had locked hands. It was how they used their power. If they wanted to stop the twins they would have to split them up, something Rogue feared had not been done in a very long time.

Gambit didn't waste any time. He withdrew some cards from the numerous hidden decks. "I don't like getting shanghaied, mes amis. The girl walks… and I'm walking with her."

The two sent the gold beam of energy at Gambit, he screamed as it hit him and he flew back hitting the far wall, hard. Harder than Rogue thought could be possible for a human being to hit and survive. Lucky he was a mutant. "Your resignation is accepted."

Rogue's eyes went wide as she watch the scene play out. "Gambit!" She yelled as he slid down the wall. A trail of blood following his head. She didn't even know if he was still breathing.

"I'm sorry you had to see that, Rogue." Andrea said

"He clearly wasn't ready for the bold new tomorrow Fenris International is building." Andreas pointed out. His smiled deepened at the look of all the bl,ood that was pooling around Gambit. "Are you?"

Rogue looked at them and then back at Gambit… this time she was really worried.

* * *

><p>Xavier's School:<p>

Jean, Alex and the Professor all sat in a triangle. They had already mentally left their bodies and where in what was known as the Astral Plane.

"I want to thank both of you for joining me." Professor Xavier said walking in between the teenagers.

"What is this place?" Alex asked looking around. Alex was amazed at what he saw. Not but a few moments ago the three of them were in the Professor's study and know they were walking down a path that seemed to be on another world. The sky was green, the dirt beneath his feet was a reddish brown… and… everything was just so different, he wouldn't take everything.

"Welcome to the Astral Plane." The Professor said spreading out his hands.

"I don't understand…" Jean said a little confused. She looked down at herself and gasped. She was wearing a very old costume from Halloween. "Why am I wearing this? And You…" She said taking a really good look at the man. He was standing!

"Professor!" Alex gasped. "How?"

He smiled at both of them, running a hand through his thick brown hair. "Oh, this?" Xavier smiled. "Or this?" He motioned to his walking on his own. "Well when we enter the chaos of the astral plane, our minds often attempt to provide us with forms that comfort." He realized what he must look like and almost blushed, but stopped himself. "During particularly trying journeys, my subconscious sometimes selects how I remember myself at my most confident… back when I was your age."

"Really?" Alex said taking a good look at the younger Professor. "Interesting…" He smiled.

"No offense." Jean put in, smiling. "Charles, but I think you look much better with the Vin Diesel cut." She smiled and he looked at Phoenix for a little help, he just shrugged.

"I have no idea what that means, but I appreciate it." He ushered them along the path that was forming as he walked down it. They had started on some kind of alien world and walked into space, towards earth.

"I've telepathically scanned most of the tri-state area, but Rogue's mutant signature remains undetectable." Professor looked at Alex and a flash of worry crossed his face. Alex seemed to be having a mental conversion with himself. He then stole a quick glance at Jean to see if it was her he was talking too, but he could pick up her thoughts. It still disturbed him Phoenix's mind was blank to him.

"Maybe we could cover more ground if we tried—" Jean began but stopped as a voice entered her head.

_Jean… turn you attention to 350 5__th__ Avenue._

"350? Isn't that the Empire State Building?" She said aloud looking at the Professor.

"What makes you think…?" The Professor asked as he turned his attention to the spot that Jean had suggested.

"Good Lord, you're right! There seems to be a hole there…" Xavier paused in his walking and put both hands to his head. "It's faint but distinct… four mutant life forms." The Professor said as he turned to stare at Jean. "How in the world did you find them Jean?"

"Me?" She asked confused. "I thought you were the one who said…"

"We need to gather the others immediately. At least one of these mutants appears badly injured." Professor said turning away and preparing to leave the plane.

"Right…" Jean said as she stole a quick glance at Phoenix who was staring up into space, seemly talking to someone. "I'll… I'll tell the others…"

* * *

><p>"Please… please, no!" Rogue said as she took a step back from the two people towering over her. Somehow she had fallen to her knees and her mind wasn't letting her get back up.<p>

"Rogue, when Andreas and I join hands, our bodies discharge enough energy to knock Manhattan's entire power grid offline for days." Andrea said looking very angry at the girl. "I know because we have." She sounded like she hated to explain herself.

She sound… surprior not to just Rogue, but to everyone she ever talked to.

"Let us assure you that being atomized is much more unpleasant than the operation you're about to undergo." Andreas put in. "And please don't bother trying anything heroic."

"We programmed your inhibitor suit to suppress your powers until the three of us reached an accord about your employment." Andrea said.

"Gee, thanks for the heads up." Gambit yelled as he threw a charged card at Rogue. The card flew past the twins and went straight towards Rogue. She yelled as the card exploded on impact.

"What?" Rogue said as she looked down at her chest. The golden wolf started to crackly as energy seemed to pour from it. Rogue felt something inside of her… something that she didn't even realize was missing. Her gift.

"That suit wasn't your color anyway." Gambit said as he crawled closer to Rogue. Rogue was… glad that Gambit seemed to be okay, although he looked like he had lost a lot of blood. It didn't seem to bother him.

"Oh, God! Her suit's been compromised!" Andrea yelled, letting go of her brother's hand.

"Rogue, we're… we're prepared to renegotiate. Just name your—" Andres began, but Rogue didn't give him a chance to finish.

Rogue yelled as she ran closer to the two mutants. She planned to drain these loser of as much power as she could. They're screams died away as they passed out from the energy drain.

"Come on, cherie." Gambit said trying to get to his feet. Rogue walked over to help him up and the two walked over to the side of the all with a door. Gambit smiled at the girl and pushed a button. The door slide open without a sound.

"Can't say how sorry I am 'bout this. I never would have brought you here if…" Gambit tried to explain as they ran out the door and into the hall.

"Save it, Prince o' Thieves." Rogue said running up ahead of him and into the elevator. "We got a long road back to Sherwood."

A few minutes later Rogue and Gambit were hitting the first floor and the doors slide open. As they did Rogue sent a blast of her stole powers out through the gap and she heard the men scream as it made contact.

She knew that people would be waiting for them. The twins did not seem like the bunch to let… property leave the building.

"The body armor is weak at the necks and joints!" Rogue yelled sending another blast of energy towards another group of men. "Concentrate your attacks there."

"How do you…" Gambit asked pulling some cards out of his coat. He smiled. "Chiere you are good." Gambit said as he sent cards flying at more men. The two quickly got rid of all the men that were trying to fight them and Rogue smiled up at him.

"Well, you ain't so awful your—"

"Step away from the kid, Gumbo." Wolverine yelled as he burst through the glass door. "Me and you got some unfinished business." Wolverine growled as he popped his claws at Gambit.


	9. Issue 54

Ah! It felt like forever, finally Cry Wolf is over! not my favioirte story arch, I might want to go back and change it later, but I felt like it had been so long I wanted to publish something! Next story is somehwat original... borrowed from Chris Claremont! I hope everyone will know which one it is!

Hope you enjoy!

Ultimate X-Men:

Issue 54

Cry Wolf: Part 4

The X-Men flew through the sky at supersonic speeds. Xavier thought that this might be a fight that was not going to go well so he requested that they pick Charger up along the way to the city.

No one disagreed. The fact that these people who had kidnapped Rogue had the ability to mask mutant signatures worried just about everyone.

Even Dazzler. "Someone remind me why I here?" She said sitting in the back of the jet, arms crossed over her chest and not looking happy.

"Quite." Phoenix said as he watched one of his oldest and dearest friends, Charger.

Charger had been very quiet and distant since Blink had been attacked, and she seemed to take it the hardest. Phoenix had no idea what was going on through her head, but he wished he could read her mind to find out. Xavier had taught him quite a bit of things in a short amount of time, but for some reason he was still having a hard time reading thoughts, he could only pick up stray ones.

Phoenix did know however that Charger had taken a liking to Rogue from the moments that the young woman had laid eyes on her. He didn't know if it was because they shared a common trait, or if maybe it was something along a kindred spirit, he wanted to know, he hated not knowing.

"You're positive about these coordinates, Jean?" Cyclops asked the woman sitting next to him. Cyclops never took his eyes away from the windshield as they flew out of the country side and closer to the city. They were moving so fast that he didn't want to miss something or even worse, slam into another plane.

"Well, the psychic shields are dense, but Charles and I managed to pinpoint four mutant signatures inside the Empire state building."

_Charles? And I thought Alex helped you too. _Cyclops asked mentally.

_This isn't the time, Scott. _Jean said through thought.

"When is a good time then?" Scott asked outloud.

Jean ignored the man, "Anyway, the Professor did a cross-reference of all the brainwaves in Cerebro's fillies, and he thinks out two unknowns might be a couple of Trump wannabes names von Strucker."

"Von Strucker?" Angel said placing both hands on his arm chair and leaning forward. "As in, Andrea and Andreas von Struker? Those guys are mutants?" He said with a little shock and surprise. His wavy shoulder length hair moved with him and he leaned back in his chair.

"You know these, entfuhrer's? Nightcrawler asked.

"Yes, unfortunately." Angel said looking over at Nightcrawler. "They use to come to my father's charity events. They are young Europeans that managed to make billions from nothing." Angel paused for a moment a thought. "No one knows if they are married or siblings."

"That's gross." Kitty said from another seat listening in on the conversion. Dazzler rolled her eyes and said something under her breath, everyone ignored her.

* * *

><p>Tempest, Phoenix, Wild Child, Phase, and Charger sat further back from everyone else, everyone but Colossus who seemed to be getting closer and closer to Phoenix. Charger took note of this and hid a slight smile, she didn't understand why he would want to hide it, Phoenix was a very excellent… male.<p>

She had been thinking, thinking for a long time since she had been transported to this time. She and her friends had come back in time, for what they did not know. For one minute she was talking with Angel and then next, he somehow, sent them back here. No orders, no nothing.

Or so she thought.

A few days after they had been sent to this time, Blink was hurt and Phoenix came clean… to an extent.

Phoenix had told them that Angel mentioned a plan to change everything, but he nor Phoenix knew how it would be done. Changer had a sense that she blamed Phoenix for what happened to Blink. She knew it wasn't his fault, but a part of her want to blame him. If he hadn't been dancing around with Colossus then he would have been at the mansion. If he had told them everything he knew, they could have better prepared for what happened… but she knew no one could have prepared for what happened to Blink.

"Eww…" Kitty said very loudly bringing Changer back from her thoughts.

Charger looked at her group and they just smiled at her and she gave them a slight smile back.

Colossus had said something and Iceman shot something back, Charger had missed it, but she caught the last end of what Colossus was saying, "Girlfriend? Bobby, you two were going out for two minutes. Since when is she…"

"Both of you, please." Jean said from the front of the plane. "We're here."

* * *

><p>Inside the building of question Rogue looked worried as Gambit took a step closer to Wolverine. Wild Child had run in as soon as Wolverine started to walk closer.<p>

"Uh-oh." Rogue said not knowing what to do. A Part of her wanted to run out to Wolverine, but another part, something that just appeared want Gambit to protect her.

"You heard me, shaggy." Wolverine said pointing a fist full of metal claws at Gambit. "Get your paws off the girl… before I slice 'em off."

"Shaggy?" Gambit said with a glare. "You're making fun of my hair?" Gambit asked, a hint of a laugh in his voice.

"Wolverine…" Wild Child warned, but the man shrugged her off.

"Thanks for taking care of these morons, Rogue. I got this one." Wolverine said standing straighter in the air.

Gambit smiled as his eyes began to sparkle the same pink glow that his charged objects did. "You come at me with them claws, I'll light the rest of your shiny skeleton up like a like the fourth of July."

Wolverine grunted as he slid the claws back into his arms. "Bub, I don't even need hands to beat you." Wolverine yelled as he charged the young man. Gambit tried to move out of the way, but Wolverine was too fast for him. Wolverine grabbed Gambit by his head and slammed his own forehead into Gambit's.

Wild Child had run to the side of Rogue and grabbed her, trying to drag her away from the fight. Rogue screamed as Wolverine attacked Gambit. "Logan! Stop it!"

Gambit fell to the ground, holding his head with his hand. His other hand had managed to grab some cards from his coat pocket, as he pulled them out they began to glow.

"Oh, you like card games?" Wolverine asked taking a few steps closer to the man on the floor. "Heard of fifty-two pickup?" He asked as he kicked Gambit in the face and the cards went flying along with gambit.

"Wolverine, stop it! ! This isn't what —" Rogue tried to say, finally breaking free of Wild Child's grasp. Once free, Rogue didn't know if she should run up to the two men or just stay where she was. She had never seen Wolverine act like this…

She thought this scared her more than the twins ever could have.

Wolverine picked up Gambit by his shirt; he turned his head to look at Rouge and smiled at her. "Run for it, darlin'. You don't wanna see how this is going to end." He told Rogue.

"Logan…" Wild Child warned Wolverine knowing where this was going to lead.

* * *

><p>Dazzler was looking out of the jet towards the building when everyone was talking about a plan of attack. Of course they ranged from sneaking in to outright attack.<p>

"Uh, chico's?" She said pointing at a flash of light coming from one of the windows. Was that massive flash of light important?" As if as one everyone turned to look at Dazzler and she felt a little uncomfortable.

"Good eye, Ali." Cyclops said turning in his chair. He put the jet on auto-pilot so they could further discuses what to do. "Angel, fly in close enough to gather some intel. If there are hostages, I need to know before we go in."

"Sure thing, Cyclops." Angel said getting out of his chair.

"We don't have time for recon, Scott!" Iceman shot out of his seat and rushed towards Cyclops. "We should ram the X-Wing through the window like freakin nobody's business!"

"That's not even practical little man." Phoenix said standing up and planning to make Bobby sit down.

"Bobby, this is new York City. Stealth plane or not, if we fly a jet any closer to a skyscraper, SHIELD satellites will blow us out of the air." Cyclops said waving a hand at Phoenix who sat back down. Changer watched the display and smiled. Phoenix was a born leader, but he knew who the leader was this time.

"Jean will telepathically cloak us to civilians, so we can land outside the first floor and move in on—"

"No." Iceman said as he turned away from Cyclops and went for Nightcrawler. "Jump me inside." Vapor trailed from Iceman's lips.

"Robert, I… I vill need a better sightline to safely teleport from one place to—"

"Do it, or I freeze you pointy ears off."

"Vill, one can't argue vill that."

"Iceman, stand down!" Cyclops yelled as the two began to teleport away.

"Shove off Scott." Iceman said as the two disappeared in fire and brimstone.

Dazzler whistled as the two disappeared, Colossus quickly moved from his seat to get a quick view of the building, trying to see if they made it.

"My god, is he…" Charger rushed over where Colossus was and shook her head. "I can't tell if they made it!"

"Can we please not tell the Professor about this part?" Cyclops whispered as he placed a hand on his forehead. Jean just smiled at him and shook her head. Something was going to have to be done about Bobby if he wanted to stay on the team.

* * *

><p>Inside the building the von Strucker's were leaving their office when a bamf of yellow smoke surrounded them. If they hadn't just moved, they might have been in the center of it.<p>

Iceman poured out of the smoke first, yelling at the two walking away.

Nightcrawler touched himself and then smiled, "Vere alive!" He said jumping into the air. "I made it!"

"What in the name of…" Andreas said as he turned to look behind him.

"Where the hell is Rogue!" Iceman yelled at the two, charging for them. His fist were balled up and looked like they were ready to burst with icy energy. "Are you people working with that long haired freak or –"

"Enough." The two said together as they grabbed each other's hands and sent a blast of yellow energy at the two mutants. Both Iceman and Nightcrawler screamed as the energy hit them and they flew back.

"Guess that was a yes…" Iceman said as he looked at the floor trying to push himself off. He had no clue what those… punks shot at him but he was going to make them pay for it.

"You're the X-Men, no?" Andreas asked as both he and his sister took a step closer. Both hands still holding on to each other, glowing the same color of energy that blasted Iceman and Nightcrawler.

"Jack Frost there… you're Rogue's playmate, no? The one who likes kissing other girls?" Andrea smiled, pointing a hand at Iceman. The hand started to glow again and Iceman knew what was going to happen.

Iceman pushed himself off the floor and narrowed his eyes. "Get bent." He said as he sprayed ice at them.

"Oh, this one has spunk." Andreas said as the two produced an energy shield around themselves. "Perhaps he'd like to work for Fenris?"

"No, if there's one flaw I cannot tolerate in employees…" Andrea said as she narrowed her eyes and the shield turned into a quick burst of yellow energy. "… it's lack of loyalty." Iceman screamed again as the beam of energy hit him square in the chest and his body crashed against the floor, causing it to crack.

* * *

><p>On the first floor of the same building, Gambit finally came to his senses. "Please… Mercy…" He finally said between gasps of air. His face was black and blue. One of his eye's were swollen shut.<p>

"Merci?" Wolverine said with a smirk. "That's how your kind say thank you ain't it?" Wolverine pulled his arm up and brought it down so fast Rogue or Wild Child didn't even realize that he had moved his fist. Gambit grunted with the impact of the fist.

"Tell me, what's worse than having half your face blown off?" Wolverine said picking up the man with his shirt. "Getting' punch with a fistful of unbreakable bones?"

"Yeah… too bad… you don't have unbreakable tendons." Gambit said as he brought his foot in contact with Wolverine's knee in a way that would not break it, but twist it in such a way that…

"AHH!" Wolverine yelled as he fell backward from the pain. Wolverine quickly recovered however. "Heh, that was fun."

"Logan, stop! That is enough!" Wild Child said as she watched Wolverine pop his knee back into place.

"You're right girl. It's time to finish this." Wolverine said as he popped his claws and walked closer to Gambit who was trying to get to his feet.

"Enough, Logan." This time Rouge said it with a clicking noise. Everyone turned to look at her; she was holding one of the guns that the men had been caring. "Unless you wanna see how fast your healing factor can work."

* * *

><p>"You sure you wanna do this?" Phoenix asked as he and Colossus floated through the air, towards the building.<p>

He smiled and shook his head. "No, but it is Cyclops' idea and that's enough for me." He looked up at Phoenix hoping that it would be enough of a reason to go along with this. Phoenix smiled back at him. Phoenix had "flown" often in his time and once even carried all his teammates out of harm's way once, but it had almost killed him.

He just wasn't powerful enough to carry Colossus in his metal form… yet.

"When do you think…" Phoenix began but Colossus began talking over him.

"My other build is too heavy to carry, so we'll have to time this right."

"Got it Colossus, it was my idea." Phoenix rolling his eyes at the fact that Colossus was avoiding the unasked question. "I'm going to release you in three."

The two flew closer and closer to the building, when Phoenix reached two he hurled the man at the window they were heading for. As soon as Colossus felt Phoenix powers leave him he turned into his metal form and soared through the window.

Shocking everyone in the room, Colossus rolled through the raining glass shot to his feet and quickly swooped up the two siblings and yelled at them. "Give us the girl back. Now."

"I have no idea what you're talking about." Andrea said.

"My partner and I just arrived here minutes ago. We were at a leukemia fundraiser all night." Andreas said though chattering teeth.

"You mean two of the most convincing shape shifters on your staff were." Jean said as she floated into the hole that Colossus created. The woman had fire all around, much like Phoenix, but it was less formed into something that someone could recognize.

It just seemed to be flame. "That psychic barrier you two had installed is a little less effective now that the hunk over there put a great big hole in it."

"Read our minds all you want, witch. You can't prove anything. These offices you're trespassing in belong to independent subcontractors who—" Andreas began.

"I don't care about the sorry excuse for alibis. Just tell us where our friend is, and we'll be on our way."

"What!" Iceman yelled. "We're just gonna let them go?"

"Their lawyers would have them on the way back to the Cayman islands fifteen minutes after we handed them to the cops, Ice." Jean said as she let fire around her snuff out.

"Our only concern now is Rogue." Phoenix said as he entered the room from the same hole that Colossus had made. Phoenix floated over to where Colossus was holding the mutants and watched them as Colossus lowered them to the floor.

Jean watched the smiles being shared by the two men and rolled her eyes. She wished they would just consummate it and get it over with.

"I'm not sure precisely who you're referring to, but if I were you, I might consider checking the lobby." Andrea said pushing the big metal hand off her shoulder.

"Last I heard, that despicable criminal Gambit was seen lurking down there." Andreas pointed out.

"Shame… I was hoping for a fight, here." Phoenix smiled as his body began to glow. He held out his hand and all the windows in the room burst out with a loud explosion.

"I believe it will be easier to get out this way.

"Show off." Jean said as she picked up Nightcrawler, who was still unconscious and floated towards the window. Iceman jumped into the air making an iceslide and leaving the twins behind. Phoenix floated into the air and grabbed Colossus by the arms, lifting the man with his powers and the two floated down to the streets far below.

* * *

><p>Down stairs Rogue still had the gun pointed at Wolverine.<p>

"Rogue, what are you doing?" Wild Child yelled at her, taking a quick step towards the woman. Wild Child had not known the woman very long, but she thought that this was a bit of an extreme if you did not like someone.

This was Wolverine though.

"I was trying to tell you. He was helping me!" Rogue shouted at Wild Child and Wolverine.

"Were knocked stupid girl?" Wolverine yelled, no longer facing Gambit, but turning to face Rogue. "He nearly killed a whole Ferris Wheel of people!"

"There's no excusing that, but I never woulda done it if I hadn't been assured you people could have saved—"

"Quite." Wild Child pointed a clawed fist at Gambit. The woman had moved so fast no one saw her move towards Gambit. He was holding himself at the stomach, where Wolverine had kicked him more than once.

"Wolverine, can anyone in this room say we haven't been pushed into doing something awful be evil people." Rogue spat at all three of the people looking at her. "The question is whether or not you wanna fix has been done."

Wolverine laughed, "Girl, you have been brainwashed you can't buy into anything he—"

Rogue cut him off, "Save it. Your little lectures might impress Storm, but they never fooled me!" Rogue shouted throwing the gun away. "Ah heard stories about you at Weapon X. And from Magneto, too. Ah know what you're really like!"

"Rogue… you don't…" Wild Child began but Rogue over ran her.

"… how little you've changed! You got no right to judge!" She turned to look at Gambit and walked over to him, placing a hand on all the bruises that Wolverine had cause. "Look at what you did to him, Logan. I'm no saint… but you're practically an animal."

"How dare you!" Wild Child spat, growling. Her claws were extended and she looked ready to jump at the woman. She may not have been as powerful as Wolverine, but she sure as hell could cause major damage in her own right.

"Wolverine…" Came a soft voice. Storm had walked in from the street; it must have started raining because she was soaked through. "Wolverine… What's going on?"

"It's over. The kid's right." Wolverine said looking at his clawed hands. His claws slowly started to slide back into his wrist. "I never belonged with you people… and I never will." Wolverine said as he turned to go. Storm looked confused as she turned and looked at Tempest, who just walked in from the street and then back at Rouge and Wild Child.

Wolverine nodded at Tempest and stopped when Storm called out to him.

"What are you talking about?" She said floating over to stop Wolverine from leaving, her voice sounded lost somehow.

"Get outta my way Ororo." Wolverine pushed her aside as he made his way for the door. No on stopped him, not even Storm. "I ain't your boyfriend. I don't even like you."

"Logan?" Storm asked, confusion turning to anger. Storm looked around for someone to say something to her, to say anything.

"Ask the little witch." Wild Child said with a hiss as she ran after him.

"Go after him, Storm. I'm all right here." Rogue said, concern in her voice as well.

Storm quickly turned around, tears and lighting flowing from her eyes. "You are not all right." Lightning flared in the sky outside. "You're an ungrateful little brat. The man loves you like he's your brother." She said with a swift gust of wind and what was left of the windows on the ground floor exploded out as Storm took off after Wild Child and Wolverine.

"He does…?" Rogue asked with a soft voice.

"You have no idea what you're throwing away, child." Tempest said as he too went after the other three. Rogue watched as her friends disappeared in the rain, not really understanding what happened, but also feeling somewhat… relieved.

Rogue and Gambit stood in the room not saying anything, and then Gambit put an arm on Rouge's shoulder. "I'm sorry Cherie. This is all my—"

"Forget it, Gambit. But you should go too. The rest of the X-Men probably ain't far behind."

"Why not come with me." Gambit asked as Rogue walked out of the building into the street. She stopped and looked at him, surprised.

"Don't push you luck, LeBeau." Rogue said with a giggle. "Ah like ya, but ah haven't forgotten how we met." The rain started to pour down even harder and Rogue was soaked before she even had time to think about it.

Lightning lit up the entire city and Rogue looked up into the dark sky, Storm must have been seriously mad if she was doing this.

"The circumstances were… not the best." Gambit said walking with Rogue across the street. But we're like those couples that get together after surviving the same plane crash, no? No one else alive understands what we've been through!" Gambit smiled down at the girl.

"Ah… Ah need time alone." Rogue said stopping to look at Gambit, soaked through.

"Me too… We can be alone together, Rogue."

"Call me, Marian…" Rogue said, suddenly unaware what she was doing. Why did she just give Gambit her real name, unless… She knew what she was going to do before she even thought it through.

"But Gambit… I…"

Before Rogue could finish any other thought Gambit took her in his arms and kissed her. It felt amazing. His lips were so soft and… she melted in his touch. Rogue felt her powers began to take effect, all the memories that she had stolen from Gambit had started to crash back into her mind. This time, they seemed to be happier… the very last memory she saw was of her.

"Rouge?" Iceman gasped as he landed with the rest of his team. "What… What are you doing?"

"Bobby." Rogue said not taking her eyes away from Gambit." This felt right to her. "Guess you know how it feels now, huh?" Rogue asked. A hint of disgust in her voice. She didn't want Bobby to find out this way, but what he did to her was almost unforgivable, she knew she was mad, but still. She thought she was better than that.

"He's gotta be like, twice her age." Dazzler said. "Now, that's hot."

"Can it, light blub." Phoenix said as he landed with Colossus near Cyclops.

"I don't know what's going on, Rouge." Cyclops said crossing his arms over his chest. "But we're here to take you home."

Rogue shook her head, "Sorry Scott. No can do." Everyone gasped, some looked confused. "Tell the Professor Xavier thanks for everything, but I'm dropping out of school."

Everyone was silent; the only sound that could be heard was the soft noise the rain was making as it hit water in the street.

"What?" Charger finally asked looking confused and a little hurt.

"But… Rogue, we're your family, now." Jean said taking a few steps closer to the young girl. Charger walked closer to, she was thinking of something, but she didn't quite know what.

"I've had lots of families in my life, Jean, and all we've ever done is hurt each other. It's time ah tried something different."

"What's different about you running off with another manipulative piece of garbage?" Iceman yelled at the girl as she turned away.

"Stop it, Iceman." Charger said. Rogue looked up at the girl, they were lose, well as close as you could get to someone you only knew for three weeks. But Rogue also knew how it was to lose someone, and they had bonded over that. In fact it was Charger that inspired Rogue to try and be better, try something new.

"I'm coming with you." Charger announced, walking out of the crowd of X-Men.

"What?" Phoenix said, shaking his head. "You can't!"

"Alex, I can and will." Was all Charger said as she walked away from her friends, her family… her life.

"Anna…" Phase said as the three slowly disappeared down the street. He didn't go after her, even though every fiber of his being said too. He wanted too, but if Anna wanted to be alone… then he loved her enough to let the girl go.

Kitty looked like she was about to cry when she reached out for Bobby, "Bobby, I'm so.."

"Don't touch me." He said as he walked away from the group. He quickly made his way into the jet out of the rain.

Scott looked at Jean and then at everyone else. This was the first time someone left the team. He looked out as everyone looked down at the ground or up into the sky. Phoenix and Colossus were close; Phase had taken a few steps towards Anna as she walked away from him. Angel was just coming out of the jet looking confused.

"That was…." Dazzler said as lighting struck through the sky.

The End


	10. Issue 55

Ultimate X-Men:

Issue 55

The Beginning…

"I can't wait for you to meet her." Peter said almost bouncing on the balls of his feet. Alex smiled up at the very large man.

How he hated looking up at people.

Alex was six foot two and was the tallest member of his group, the only other person to come close was Conner and he was only an inch shorter than Alex. Alex watched the man stand on his tip toes and Alex crossed his arms over his chest.

He felt weird being in these cloths. Alex usually wore his battle outfit that he had worn for years before coming to this time. But today he was wearing a pair of blue jeans and a dark red button down long sleeved shirt. The jeans he could live with, they actual seemed more comfortable and more moveable than his leather pants, but the shirt… that was stifling.

Peter on the other hand was wearing cargo pants and a tight light yellow t-shirt. The man could make anything look classy. That bothered Alex as well.

He smiled instead.

"There she is!" Peter jumped into the air and waved. "Illyana!"

Alex smiled as a little girl walked through the crowded airport. Illyana must have been no more than six, but she had all the confidence of a grown woman.

"Piotr! Piotr!" Illyana squeal as she saw her older brother. The girl picked up speed and final burst into a run and when there was a clearing of people. Peter laughed with his little sister's giggles and threw the girl into the air just to catch her again.

"Ah, my little snowflake!" Peter said as the girl wrapped her arms around Peters very thick neck.

"You've gotten skinny Piotr!" Illyana scolded her older brother. "Mama would not be pleased."

"Skinny?" Alex laughed. If Peter had gotten skinnier since joining the X-Men he wondered how big Peter could get.

Illyana looked behind Peter and pushed her lips out. "Who is he, Piotr?" The girl asked. Alex nodded a hint of disappointment in the girl's voice.

"Ah, Snowflake, this is a very close friend of mine and an X-Man, Alex."

"Piotr has written about you." Illyana said as Peter turned around and walked closer to Alex. "Peter likes you." She giggled as she watched the tall man blush.

"Illyana, I like all my friends!" Peter said, blushing an even darker red than Alex.

"How about we get back to Xavier's!" Alex said turning around a walking towards the exit. "We can pick up some of our other… friends before taking you out."

Illyana watched Alex walk away and then peter quickly followed.

"I like him, Piotr." Illyana said with another giggle.

"I do too snowflake. Me too."

* * *

><p>The X-Mansion:<p>

"This is unacceptable!" Xavier roared. Scott almost jumped when the older man brought his fist down on the huge solid oak desk.

"Sir, there wasn't much we could do." Scott said as he stared at his feet.

"Not much-" Xavier's eyes almost bugged out of his head. "Scott, you let Iceman run off out of the team in affect kidnapping Nightcrawler and causing him harm. Rogue has abandoned the team along with two mutants from the future!" Scott flinched as Xavier continued his list.

"Wolverine is MIA while Storm, Wild Child, and Tempest went after them! You have in essence gutted our team! What if Magneto decided to attack?"

"Magneto?" Scott asked. "But sir… he's in prison."

"Bah!" Xavier spat. "That man is like a cockroach." Xavier exhaled and looked at his desk. He shouldn't be yelling at the child, he shouldn't have expected so much from a child.

"Professor I –"

"Please leave. I have work I have to do."

Without anther word Scott turned around and walked out the door, closing it behind him.

In the hall stood Jean, Warren, and Bobby. No one said anything as Scott just stood there, not even saying anything. Jean held out a hand and felt the young man tremble when she touched him.

"Scott, I –" Bobby began but Scott moved like lightning, cutting him off.

Bobby blinked nothing realizing what had happened, but somehow Bobby wound up on the other side of the hall, Scott pressing his elbow up against Bobby's neck.

"If you ever-" Scott growled.

"Scott!" Jean yelled rushing over to the two mutants. "Scott!" Jean tried to pull the man off of Bobby but he was too strong.

Warren just stood there, dumbfounded at what was happening. This was something that Wolverine would pull, not Scott.

"Fine!" Jean yelled again, this time mentally pulling them apart, slamming Scott on the far wall. "If you plan on acting like children then I will treat you like children!" Jean stood in the middle of the two mutants. Bobby sliding down the wall, too shocked to do anything. "Colossus's little sister is coming to visit, I want everything to be perfect so at least someone on this damn team can be happy!"

Jean mentally let go of Scott, who hadn't even realized she was still holding on to him, and he too slid down the wall, grabbing at his throat. Scott had felt like she was going to cut off all his air supply and she either didn't realize it or she just didn't care.

Jean narrowed her eyes at the men and walked down the hall, flicker her red hair over her shoulder. Warren stood in the middle of the hall, not knowing who to help first, Bobby who looked to be more dazed than hurt, or Scott, who looked like Jean hurt him.

"Remind me not to get on her bad side…" Warren said walking closer to Bobby since he was the first person that he could reach.

* * *

><p>"Welcome to the mansion, Illyana." Alex said looking into the back seat of the mercedes benz. Illyana and Alex had talked the entire way from the airport to the mansion. Peter smiled that his little sister and his friend were getting along so well.<p>

It was the best news that he could think of.

Peter pulled up the round drive and stopped at the front door of the mansion. As soon as Peter put the car in park and opened the door to the car the door to the mansion burst open.

Jean, Kitty, and Kurt were the first three teenagers that walked out of the house to greet Peter and his little sister. Alex opened his door to the car and closed it, turned to open the back door and let Illyana out of the car.

She jumped out and Jean was the first one to reach her. "Hi Illyana."

"Hi Jean!" Illyana said remembering the woman from the first time that they had met. Jean looked a little surprised but scanned the girl's memoires.

"You do remember me!"

"Of course I do silly!" Illyana giggled.

Peter picked Illyana and she wrapped her arms around his neck looking at the others that were with her.

"Illyana I would like to introduce you to Kurt and Kitty."

"Hi" Kitty smiled at the little girl.

"Hello little one…" Kurt smiled at her.

Illyana almost pushed herself back when Kurt held out his three finger hand to her. Kurt stopped and pulled his hand back, looking rather upset.

"Illyana… Kurt is a friend."

"He looks like a monster…" At that Kurt looked down at his feet. Jean placed a comforting hand on the man's shoulder and he brushed her off.

"Illyana!" Peter said.

"It's okay Peter, I… I understand." And before anyone could say anything Kurt disappeared in a puff of smoke and the smell of brimstone.

"Illyana! That wasn't very nice!" Peter said holding the girl out and giving her a stern look. Illyana looked sad and squirmed, indicating that she wanted to be put down.

"I'm sorry, Piort, but… he reminds me of the monsters in my dream."

"Come on…" Alex said walking up the stairs to the house; let's get our stuff and go."

"But what about Kurt?" Peter asked following Alex up the stairs.

Slowly, bit by bit everyone walked into the house, seemingly forgetting about Illyana who just stood in the drive.

Illyana wasn't worried about it, it seemed more of late that people tended to forget about her, she didn't fully understand it, but it was like she simply just ceased to exist to her family and friends. It was at those times she started to hear the voices.

_Illyana…_ A voice so soft she almost didn't hear it.

Illyana looked around the front yard and didn't see anything then there was a flash of light and she giggled as she skipped towards the flash of light.

_Illyana… follow my voice Illyana… I want to show you paradise._

Illyana giggled as she reached out for the soft light that kept flicker in the middle of the hard. As he hand touched the soft glowing light she disappeared and a white disk appeared on the ground where she had been standing.

* * *

><p>Alison Blair was walking around the grounds of the mansion, thinking about what was going on with her life.<p>

It was strange, she hated being here, but at the same time she felt like this was a place she could call home. Also things started to get good. Rogue leaving, with an older man. These future X-Men… and Alex and Colossus… now that was hot.

Alison turned the corner and came upon a scene that confused her. All she saw was a little girl standing in the front lawn, by herself. Alison thought she knew who it was, the only little girl that it could possibly be.

Peter's little sister, Illyana.

But why was she alone and why was she walking like that. The girl looked almost like she was being possessed.

Wait a minute! That light! What was that?

Before Alison could say anything the little girl reached out and touched the shere of light and she disappeared!

"Hey, girl!" She yelled running towards the bright light as it disappeared! "X-Men!" Alison yelled as she ran into the light before it disappeared.

* * *

><p>"Kurt, I'm sorry for what Illyana said… that is… not like her." Peter said trying to talk to his friend. Alex and Peter went to search for Kurt while Kitty went to get her things before leaving.<p>

Alex had said that they were going to go to the mall to buy some new cloths and she needed to exchange something that she had bought a few weeks ago. This was the first time that she had managed to get a ride to the store.

"Don't vorry about it, Peter." Kurt said looking a little hurt. "She is young… she was… come avound."

"Well you at least lock up behind us?" Peter asked looking rather said.

"Yes." Kurt said getting to his feet and sending a smiled at his friend.

The three men walked out of the kitchen and down the hall to the main door.

"Wait!" Alex said stopping in his tracks. "Something… isn't right."

"What's-" Peter began to say but Alex shushed him to silence.

"Oh my god!" Kitty almost screamed from the front door.

In a flash the three men ran into the other room to see what was happening.

"She... she just disappeared!" Kitty yelled pointing out the door.

"What happened? What happened?" Bobby ran into the room, iced from head to toe as Iceman.

"I saw Alison run into that light and disappear!"

Alex looked out the front door and saw what Kitty was talking about. There was a small ball of light slowly getting smaller and a white light on the ground also getting smaller.

"Come on!" Alex yelled as he jumped into the air and flew towards the ball of light.

"Alex!" peter yelled as he charged after the man.

"Vhat about the other's?" Kurt said as he looked at Bobby and Kitty.

"I don't think we have any time blue-man!" Bobby said as he grabbed ahold of Kitty and then Kurt. "Port us!"

Without a second though Kurt did what he was told and disappeared in a pup of orange and yellow smoke just to reappear in the same smoke right before the glowing sphere.

Alex flew right by the three and into the hole, disappearing. Peter charged in right after the man. The three remaining mutants looked at each other and nodded. As one they all reached to the glowing ball of light and disappeared.

* * *

><p>Somewhere, nowhere:<p>

Alex opened his eyes and stared at the floor. It was cold and hard, too hard for some reason. He pushed himself off the floor and shook his head. He felt like someone had hit his head with a baseball bat.

Looking around the room he looked confused. Where in the Hell was he?

The hall he was in was very dark, the only thing that was lighting it was a torch made out of a globe of fire. The wall looked like it was carved out of stone, but what it was carved into he couldn't tell.

It looked… evil. This whole place felt evil.

Alex got to his feet and realized that he was wearing his battle outfit.

When did that happen? Alex looked down at himself and brushed the dust and dirt away from him. After a moment he smiled to himself and mentally thought about being clean. Then all the dust on his cloths lifted off his body and blew away in the wind.

"That was easy." He said.

"Yes, a little too easy." A voice answered back.

Alex's eyes went wide as he quickly looked around. He wasn't very good with his mental powers yet, but he knew when someone was approaching him. This person he couldn't feel.

"Who's there?" Alex called out and out of the shadows Kurt appeared.

"Kurt!" Alex said, sighing in relief. "Thank goodness it was you! Do you have any idea where we are?" Alex asked turning to give his full attention to the mutant. Kurt smiled at the man and folded his arms across his chest.

Kurt didn't say anything as he approached Alex. As Kurt walked further into the light Alex finally realized that something was wrong with the man. He wasn't wearing anything that Alex could recognize and the man walked in a funny manner, almost as if he had been twisted for years and years.

"Kurt are you – KURT!" Alex feel backwards as Kurt pushed Alex to the ground and jumped on top of him, forcing Alex's jacket off of him. The jacket didn't come completely off before Alex hit the ground and his arms were pinned behind him.

"Stop this! What are you doing?" Alex yelled as Kurt straddled the young man.

"I thought you were happy to see me, Alex." Kurt purred with his voice. The man's tail whipped back and forth as Kurt's hands went to left Alex's shirt up his stomach.

Alex couldn't do anything, he had no idea why Kurt was doing this and Alex felt powerless to stop him.

Stop him! A voice screamed in Alex's head.

"Stop it!" Alex yelled as he mentally pushed Kurt off of him so hard that Kurt slammed into the ceiling above them.

Alex quickly got to his hands and knees and tried to push himself up but stopped when he felt something on his back. Alex looked up and saw a red leg right in front of him. Alex could only assume that the other leg, and foot, was what was keeping him on the ground.

"Welcome, child." A deep dark voice echoed in the hall. "My name is Belasco."

* * *

><p>Iceman and Shadowcat were standing in the middle of a dark hole standing rather close to each other.<p>

"What is going on?" Shadowcat whined as she looked around the dark room.

"Shush!" Iceman hissed as he watched the room, something was out there, he just didn't know what yet.

A bright light zoomed past them and up the far wall making Shadowcat scream.

"What was that!" She yelled clinging to Iceman.

"Getoff!" Iceman said pushing the girl off of him. Iceman took a few paces away and watched as more of the light sphere's zoomed across the floor. Some moved in weird patterns while others stayed in place.

Something crawled across the floor and walked into the middle of a yellow sphere and suddenly disappeared. It just as quickly reappeared in another sphere across the hall.

"I think these tele-" Iceman was cut off by a high scream. He quickly turned around and saw that she was being pulled into the wall by at least a hundred green tentacles.

"Kitty!" Iceman yelled as he shot a beam of ice towards the thing that was dragged her across the floor. When the beam of ice hit, it froze a few of the tentacles, but they were quickly replaced by just as many more.

"Bobby!" Kitty screamed, eyes wide with terror. "Help me!" The creature was going to drag the poor girl into the hole in the wall and Bobby had no idea what to do.

"Kitty! Phase!" Iceman yelled as he shot another blast of ice energy.

Shadowcat was too terrified to use her mutant powers; this was something that she was not trained for! She was going to die.

I'm going to die!

"Try this!" Iceman yelled as he shot a huge amount of energy at the base of the creature, right near the wall. He continued to pour all his energy into the ice beam, freezing the creature.

The monster stopped moving and Shadowcat quickly used her mutant powers to phase though the tentacles. While the woman fell to the ground Iceman ran up to the frozen creature and smashed it at the wall.

A scream could be heard from the other side of the wall, but Iceman didn't wait to see what would happen as he quickly pulled Shadowcat to her feet and they both ran to the closest glowing sphere.

* * *

><p>Somewhere else:<p>

Belasco stood in the center of a large room. He towered over everyone in there. Alex was frozen in place in a crystal like substance.

"There is no use fighting it, Alex." Belasco said in his deep dark voice. "The crystal jams your mental abilities, making it impossible for you to escape.

Alex slammed his fist against his crystal jail and screamed at the man, but he just laughed at him.

"Also, it's sound proof." The man laughed. "Doing that will just tire you."

"Slave!" Belasco said as he watched Nightcrawler reach out for Illyana who seemed to be perfectly fine. "You presume too much! Begone!" The demon yelled as he waved a hand and Nightcrawler disappeared.

Belasco laughed as he watched the horror in Alex's eyes. "Yes, I know what you're thinking. That is Nightcrawler… reshaped body and soul to by my servant." Belasco turned and his blood red cape bellowed from the force.

"What am I?" He asked the air. "I am a sorcerer who serves the Dark Ones… I… I tried to open a gateway between the dimensions and something… happened."

Alex smiled at the confession. So he wasn't all powerful.

"Both you and Illyana are my means of getting out of this Hell and completing what I started! Belasco held out a hand and it began to glow. "S'ym! I have need of you!"

In a flash of purple light a huge purple demon appeared. Alex almost gasped at the sight. The thing was bigger than Michael and looked to be more powerful as well.

S'ym stepped on the bones of a corpse that was in the far side of the room and looked down as his feet smashed them into dust.

"What happened to the light bulb?" The creature asked as he walked closer to the Belasco. "I wanted to… play with her some more."

Belasco smiled as his golden eyes narrowed. "S'ym, you know Dazzler couldn't handle anymore of your… playing. I put her out of her misery." Then he turned his red horned gaze onto Alex.

"See, I am not without my kindness."

Belasco held out his hand and smiled. "Let's play a little—" He stopped as his eyes went wide. "But how?" He asked pulling his cape around him.

"Boss?" S'ym asked but Belasco waved his hand and the creature disappeared.

"I will figure out how you broke my spell, little one. In the meantime…" Belasco pulled something out of his pocket and looked at a shiny golden medallion and then turned his attention to Illyana.

"A token of my… love. This medallion is empty now, but when you have grown into a woman and learned the full measure of the arcane arts; when at last all five Bloodstones are in their proper place, you will ascend to a glorious destiny!" Belasco's laugher filled the hall.

Alex watched in horror as the demon placed the necklace around the little's girl neck.

* * *

><p>Up in the air, on a ledge overlooking what was going on, Nightcrawler was sitting down in the darkness watching everything that was happening.<p>

What is happening here? He thought to himself. And where are the others?

Nightcrawler heard something in the distance and quickly ducked further into the shadows, his eyes widening at what he saw.

His other self, walked down the dark hall humming something that sounded familiar to Nightcrawler but he couldn't quite make it out.

Without thinking Nightcrawler teleported in front of the demon version of himself and punched with all his might. His other self didn't even have a chance to fight back.

* * *

><p>Alison walked down the dark hall and looked around at everything. How on earth did she get herself sucked into these kinds of things? At once all the lights in the hall went out and Alison screamed, pushing herself up against a wall. She felt something had against her, something besides the wall and felt reached out we her hand.<p>

She felt a… foot.

"Come on, girl!" She cursed at herself. "you got powers, use em!" With that Alison held out her hand and summoned her powers, she hummed to herself as tiny balls of light formed in her out stretched hand.

She screamed and her tiny light burst into a small sun, lighting the hall in every direction for as far as she could see. The foot she had been touching was Colossus. He was in his metal form, but his chest was messing and he seemed to be fused with the wall.

"Tin Man!" Alison yelled, tears welling up in her years. "Why?" She yelled, she didn't know if it was because of him crying or if it was for her fallen friend.

"This is why you don't make friends…" She whispered.

"It's not like you're gonna need them." A dark voice said behind her.

Alison quickly turned around as the lights burst back on and S'ym was standing right in front of her. Alison screamed again as she sent a ball of light towards the demon and it giggled.

"That tickles, Light Blub."

"Dazzler, get down!" Colossus yelled as he ran towards the creature and crashed into it at full speed. S'ym was caught off guard and fell back into the side wall.

"That hurt." Colossus said looked back at Dazzler, her eyes wide, tears filling them. "Dazzler, don't cry… I'm fine."

Dazzler shook her head as she pointed towards the wall. Colossus looked at the direction that she was pointing and his jaw dropped.

It was him… dead.

"Oh my –"

"S'ym will kill you for that, metal man… Again." Sym said as we a huge burst of speed that no one thought was possible S'ym grabbed Colossus throat pushed him up against the far wall.

"Dazz-" Colossus tried to say, but the demon was coking the life out of him.

Dazzler quickly gained her wits and narrowed her eyes. Dazzler was mad now, madder then she had been in a very long time.

She began to hum and her appeared in her hand, after a moment she quickly started to shout and the light started to get brighter and brighter. Finally Dazzler jumped on top of the demon and slammed her fist into his face, blinding him for a moment.

"Colossus, now!" Dazzler said as she jumped off the demon and landed on her feet to the side of the demon.

Colossus coughed and quickly put his knees to his chest and shoved with all his might. S'ym was caught off guard again and fell backwards, this time on one of the white disk that kept flying about on the ground.

"Omigod! Peter!" Dazzler said tears filling her eyes again as she jumped into Colossus arms. Colossus coughed at the sudden embrace and Dazzler blushed, jumped down out of Colossus embrace,

"If you tell anyone!" She said looking at the man, her face turned so red that Colossus that the woman was on fire.

"Not a word…" Colossus smiled. "You know… Alex was right about you."

Dazzler turned around to look at the man. "What?"

"You could be something… amazing."

"Ah!" Shadowcat yelled as she entered the light and ran towards the two mutants. "Am I so glad to see you!"

"Kitty!"

"Colossus!" Iceman said as he appeared out of the shadows.

"Where did you come from?" Dazzler asked.

"Bobby figured out how to use to the portal stones." Kitty said pointing to one of the light disk that was zooming across the floor. "Come on, we think we figured out how to get out of here."

"I'm for that!" Dazzler said as the four of them walked into the closest light disk.

* * *

><p>The four X-Men reappeared in a round room all looking at Phoenix who was in a block of crystal.<p>

"Alex!" Colossus yelled as he took a step toward the young man.

"Ah, the X-Men…" Belasco mussed. "We finally meet." Belasco snapped his fingers and said, "Nightcrawler! To me!"

Without a moment to spear Nightcrawler appeared and bowed at Belasco's feet.

"Nightcrawler, I want you to –" Belasco never finished what he was going to say because Nightcrawler tripped the demon from under his feet and he hit the ground hard.

"X-Men! We have to help-" Nightcrawler was pushed back by a force that he didn't see and landed in the center of the other X-Men. In a flash they were surrounded by so many demons that Nightcrawler no longer looked out of place.

"What can we do?" Iceman said as his hands began to glow.

"The only thing we can, ice-cube!" Dazzler said, her hands glowing as she spoke.

"There is no hope for you X-Men!" Belasco said as he got to his feet a laughed. "You all will be destroyed!"

_No_! A mental yell filled the air and all the demons including Belasco fell to their knee's screaming in pain.

"What's happening to them?" Colossus asked as he looked around in wonder.

"Look…" Kitty said pointing in the direction of Alex, who was still trapped in the crystal, but it was glowing a bright yellow color.

"No!" Alex yelled as the crystal burst from the inside out and he fell to the ground. "I will be free!"

"How?" Belasco moaned as he tried to get to his feet.

"We need to run, like now!" Alex said quickly getting to his feet and running past all the demons.

For the first time Colossus noticed his little sister and gasped. "How could I have forgotten you?"

"It wasn't you." Alex said as the group rushed over to get Illyana before the made their way to one of the glowing disk. "I think it's this place… it calls to her."

"But why?" Dazzler asked?

"Because!" Belasco yelled as he finally got to his feet. "The girl belongs to me! She was natured by me! To be with me and to help me!" The demon was getting irate as the entire room began to shake.

"I have no idea what you did, Phoenix, but you made something or someone very made." Nightcrawler said as the ceiling began to cave in around them.

"To the nearest teleporting disk!" Iceman said as the group ran to one of the zooming teleporting disk.

The entire group seemed to make it as one and they slowly began to disappear as more of the ceiling fell on top of them.

"No!" Belasco yelled as he reached out for the nearest body. He grabbed Illyana and pulled with all his might.

"No!" Illyana screamed as Belasco pulled the girl out of her brother's arms. "Help me!"

"Illyana!" Peter yelled as he dove for her, but it was too late he could no longer reach out of the portal, he was cut off. Kitty was closer and reached for the girl just in time. Illyana screamed again as Kitty pulled with all her might.

"Somebody help me!" Kitty groaned as she pulled. "He's too strong!"

"Piotr!" Illyana screamed as Kitty fell backwards, without the girl.

"ILLYANA!" Colossus yelled as the group disappeared fully from that awful place and reappeared back in the front lawn of the garden.

* * *

><p>Jean burst out of the house with Scott and Xavier just as the group reappeared. Jean's eyes stung with tears as she crossed the lawn and the pain that hit her made her stop. Each and every X-Man on the lawn felt like death walking, she had no idea what had happened.<p>

She had felt it just a second ago, the disappearance of Illyana and she summoned what X-Men she could find at the moment. So how could so much have happened in just that split second, how could…

"No…" She moaned as Scott and Xavier joined her.

"How could this happen?" Xavier said as he wheeled himself to the center of the lawn.

Nothing else could be heard but Peter roaring over and over again for his little snowflake.

The End.


	11. Issue 56

Ultimate X-Men:

Issue 56

The Most Dangerous Game: Part 1

"This is sick…" Jean said setting down on the bed. Jean and Scott where in Kitty's room. The young mutant had asked the two to come into her room when she saw them walking down the hall.

Both seemed to be deep in a mental conversion when she bothered them, but Kitty thought this was important. Well she thought this was way beyond important.

It had been a week since Illyana had been kidnapped by the demon Belasco and Kitty still felt horrible, a part of her felt like it was her fault. She still woke up some nights screaming that she had hold of the little girl and then, letting the little girl, slip.

Kitty was surprised that Peter didn't blame her more. In fact, Peter seemed to not even notice, or care.

He must have been in shock.

Kitty knew that she was over-doing it, but she was grateful that no one was trying to call her out on it. In fact, ever since she lost Illyana, she had been on the rampage of tracking down bad guys.

"Shhh…" Kitty said turning in her chair, putting a finger to her lips. She turned back around to look at the computer screen. What started this whole mess was when Kitty was talking to some of her online friends and they had mentioned some of the games that were going on.

She couldn't believe them at first, so she decided to do a little research and… it just blew her away. The man on the screen was running for his life now. The camera that was on him was shaky, almost like someone was there trying to follow him. The man was tall, slender, and blond. Whenever the camera caught a glimpse of the man's face, his right eye flashed a bright yellow.

Another man was following him, he was the mutant hunter.

The guy being chased was the mutant. He seemed to be getting the better end of the deal, so far. Jean gasped when the mutant was hit in the head and fell to the ground; it had looked like he was going to win, throwing his razor blades like that. The man was standing over the fallen mutant, monologing, like all bad guys do.

_Lord_, Kitty thought, _if I were a bad guy, I would run this world._

Then out of nowhere, lighting rained down on the human man. The mutant screamed as he watched the scene unfold. The human lay on the ground, rain starting to fall, steaming. The camera then started to zoom out and showed a very large, very white man talking to the screen. He was the one responsible for the show called, Hunt for Justice.

The show finally over Scott shook his head, "Is this real?"

"Who knows, Scott. But I've been hearing rumors about mutants getting executed live over the web, so I hacked into this overseas subscription site to see if it was legit." Kitty said turning off the computer screen and turning in her chair, placing both feet under her backside.

"This has got to be fake, Kitty." Jean said sitting down on the girl's bed. "It's probably just some marketing stunt or something."

"That's… that's…." Scott tried to say something, but he couldn't really wrap his head around this. This was just unthinkable.

Kitty shrugged and turned a circle in the chair. "Well, remember that Kraven the Hunter, dude? He was real and he hunted down people on live television…" She smiled and did another half turn. "Until my boyfriend cancelled his ugly backside."

"Since when is Spider-Man your—"Jean starter, but Scott waved a hand at her.

"This could be serious, Jean. We should tell the Professor."

"Relax babe…" Jean said placing her index finger to her temple. "Your about 10 minutes behind the times."

* * *

><p>Alex stood in the hall and thought about what he wanted to do. He had stood there for fifteen minutes and still didn't know what he wanted to do. He was worried for his friend, Peter.<p>

The man had not left his bedroom ever since the group had dragged him in there from the front lawn. He refused to leave the spot till his little sister had returned and the only thing that did make him move was Xavier who gave him a mental suggestion to fall asleep.

Alex raised his hand to knock on the door and it opened.

"I had no idea if you were going to knock or not, so I let you in." Peter said from the dark room.

Alex pushed the door open and saw that Peter was walking back to his bed and went to lie down. Alex was confused at how Peter knew that he was at the door.

"How did you…"

"I may not have any mental abilities, but I can hear just fine."

Alex smiled and made his way to Peter's desk and saw a bunch of papers thrown about. Alex looked down at them and saw that they were drawings, drawings of just about everything, but mostly about his sister.

"Peter… these are amazing." Alex said picking some of them up and holding them to the faint light that was in the room. Alex used his mental powers to pick up the rest and hold them out around him.

Alex had no idea that Peter could draw, much less draw like this!

"It's something that… Illyana liked to watch me do." Peter said sighing but not turning around to look at the young man.

"We'll find her Peter, I promise." Alex said moving all the papers in the air to his hand and placing them back on the table. Alex turned to leave but the sound of Peter moving on the bed made him stop.

"Don't go." Peter said as he sat up in the bed. "I've… I've been alone for so long."

Alex looked at the door and took a deep breath. "Well, you did lock yourself in here." Without letting the man say anything else Alex turned around and waved his hand towards the rolling chair and it moved closer to him.

Alex sat on the chair and crossed his legs as he began to float into the air. "But, since you asked so nicely." Alex began to mediate in the way that Jean showed him how to and Peter smiled at him, something that he had not done in quite some time.

"Alex…" Peter whispered, but didn't say anything else.

"Yes…" Alex said with his eyes closed and a soft red glow erupted around him.

Peter smiled. He had never felt this way for someone before, sadly he just didn't know how to express it. Well he did, but he was afraid of what people might think, more he was afraid that Alex might turn his affections away.

Peter didn't know what he should do after Illyana had been taken, it didn't feel right to postpone his life, but he didn't feel right that he should continue to live on with his little sister in… Hell.

"As soon as we get any information on my sister… I want you to come with me." Peter said.

Alex opened his eyes and floated down to the chair. He smiled at the big man and moved his chair, mentally, closer to the bed. "You would want me to go with you?"

"Of course." Peter smiled at Alex and inched a little closer to Alex's face. Maybe this would be the time to go in? Maybe this would be the perfect time to…

_My X-Men! We have an urgent matter we must discuss! To the War room, please._

Alex jumped to his feet. "Come on, he sounded annoyed at something."

Peter sighed, so close! "Recently he has been annoyed at everything."

* * *

><p>"Thank you for assembling so quickly, my X-Men." Professor Xavier said as he noticed Alex and Peter run into the room. He nodded at them and Peter blushed a horrible shade of red. Sometimes the man feared that Peter would never get over the fact that he was a mind reader.<p>

"I regret to inform everyone that the video Kitty found is indeed authentic." Xavier said. Xavier pushed a button on the side of his wheelchair and the lights in the room went out and a green picture formed from the projector that was in the ceiling.

The entire room glowed green as a huge island appeared in the center of the room and a smaller one appeared next to that one.

"See, another reason why not to leave the bed room." Alex whispered to Peter as they took their seats in the back.

"My contacts at the State Department say that this program is being shot on Krakoa, an island nation off the coast of Genosha." Xavier said, smiling at the comment.

"Genosha?" Nightcrawler asked.

"A small country south of Madagascar." Angel said turning to look at the blue man. "My… father started doing business with them after their government outlawed all mutants a few years ago."

"Krakoa?" Alex asked, the name sounded familiar, but he couldn't really place his thoughts around it. He wished one of his friends where there to help him. He thought he knew what it was, but wanted to be sure about it.

"Does something spark your interest, Alex?" Xavier asked looking at the young man.

"It's... I guess it's part of the stories… I guess you would call them that, they say something about Krakoa… but I don't think it was an island. It sounded more like a living being."

The Professor nodded, thinking about it. "I'll take a look into it, but to get back on track, many mutants fled the island, but a handful remained in hiding. Arthur Centino was one of them." The Professor pushed the same button again and the image changed above everyone's heads. "A hastily assembled jury and court found Arthur guilty of the recent assassination of a popular Genoshan politician, Lord Joseph Scheele."

"So their form of punishment was to send him to some jungle and be hunted like an animal? For what? Entertainment?" Jean said.

"It seems kinda strange don't ya think?" Dazzler asked leaning back in her chair, placing her hands behind her head. "I mean... why him?"

"Do they need any more reason than he's a mutant?" Nightcrawler said.

The professor nodded his head and placed a hand under his chin. "The residents of Genosha treat all mutants as subhuman, but those accused of capital crimes are obviously held in even lower regard." He pushed another button and the image above them changed to the same very fat white man from before.

"When a media mogul named Mojo Adams came up with the idea of publicly "exterminating" mutant criminals in perverse televised safaris, the Genoshan authorities saw it as an acceptable method of deterring possible Homo superior uprisings."

"But how?" Alex asked, disgusted. "This can't be how you people do things in this time."

Xavier looked at the man and was about to answer, but then, he had no answer. How could something like this happen? How could people let this happen?

"Hold the phone." Kitty said leaning forward in her chair. "The albino pig isn't a mutant?" She said in shock.

"No…" Xavier said pushing a different button and this time the image disappeared and the lights slowly came back on. "Regardless, Mojo's show has apparently been number one in Genosha since it debuted on their state television three months ago."

Scott stood up, crossing his arms across his chest. "Three months? This has been going on that long and the American government hasn't done anything to stop it? Why haven't we heard about this before now?"

"Can they even do that?" Alex asked everyone looking at him. "From my time, the governments had no say over what happened where. It was one of the main reasons why it was so easy for one government to take over another when the Wars started."

Professor Xavier raised a hand to stop Alex. "The United States has little ethical ground to condemn other nations' capital punishment practices, Cyclops and Alex, much less their policies on mutant rights."

"Why bother fighting, then?" Alex asked in a whisper… Peter caught wind of how Alex was feeling and hunched over to place his chin in his hands.

"So when do we attack?" Peter asked simply.

"Unfortunately, Colossus, we don't have the right to interfere with another sovereign nation's so-called justice system, nor are we a police force for the world and mutants." Professor Xavier said sadly. "Instead, I'd like to send our more passably human X-Men on a fact-finding mission." He empathized the word fact, driving it home for anyone that might be agreeing with Colossus.

"As we all know, following Rogue, Charger and then Phase's unexpected… departure, Logan has again left the institute for parts unknown. Sadly Storm, Tempest, and Wild Child have made the regrettable decision to go after him.

"Therefore, I have no choice but to ask two of our underclassmen—Shadowcat and Iceman—to join Cyclops, Marvel Girl, Phoenix and Colossus for this assignment."

Dazzler shot up, shouting at the man in the wheelchair. "Whoa, excuse me. Since when am I not one of the passably human ones?"

"Dazzler can go in my place, Profossor." Iceman said leaning back in his chair. "I don't care if this dude is human, mutant, or vegetable; if he murdered someone, he doesn't deserve to be busted out of death row."

Professor Xavier shook his head, placing his elbows on the arms of his chair. "You won't be busting anyone out of anywhere, Robert. Krakoa is much too dangerous to infiltrate. I want you to go to mainland Genosha, to see what you can uncover about this mutant's alleged crime." He took a glance and Dazzler and took a second before he realized he did not even want to try and answer the woman. "If we can prove that he was framed, as I suspect he was, we should be able to secure his release."

Colossus shot out of his chain and almost charged at the Professor. "Unless he's slaughtered while we're preoccupied with some meaningless hunt for clues! Are you out of your mind?"

Alex was almost pushed out of the way by the outburst. He got back to his feet and walked down to Peter who was still screaming at the Professor.

"Stand down, Mr. Rasputin, or I will show you exactly how much of my mind I still possess." The Professor threaten. Xavier knew the outburst had more to do with his younger sister than the actual mutant being hunted.

Or Xavier hoped so.

"I swear, some days I wish I had never left the Red Mafiya…" Colossus said looking down at the floor, fist balled up, arms shaking.

"Peter…" Alex said placing a hand on his huge shoulder.

"If that is your attitude, then you may remain here with your other classmates." Professor Xavier said wheeling away from Peter and Alex. "Clearly, your current temperament is not suited to such a delicate mission."

"Charles," Jean said walking up to the man. "If we're going undercover in such an anti-mutant country, we could use some experienced muscle like—"

"You will address me as Professor, Ms. Grey, and you will not question my decisions." The professor said as he rolled towards the door and into the hall. "Your commercial flight leaves JFK in two hours. Take whatever luggage you think you'll need, but leave your baggage behind." And the doors slide close behind him.

"What got his goat?" Dazzler asked?

"I'll stay with ya, Ruskie." Alex said almost leaning against him.

* * *

><p>JFK:<p>

Scott, Jean, Kitty, and Bobby piled out of the car watching the air planes.

"Are you okay, Scott?" Jean asked as she shut the door behind her. "Your mind is racing."

Scott rubbed his shoulder thinking. "I'm fine… well… it's Alex, Phoenix. Something bothers me about him." Jean smiled up at him, she could understand, there was something about him she didn't like. Most of her liked him, but there was a part that always whispered warnings. On top of everything else, Charles… the Professor was acting rather strange towards him and his X-Men.

"I understand, but he not coming has nothing to do with what you think…" Scott looked at her; he didn't understand what she was talking about.

"Scott, the Professor really has no authority over Alex and his team." Jean wrapped her arms around on of Scott's and looked into his eyes.

Scott sighed. "I understand that but…"

"No." Jean said smiling up at the man she loved. "I don't think you do. The Professor either has to keep them happy so they will stay, or have a bunch of kids from the future running around this time with no authority figure what so ever guiding them." Jean stopped smiling as she watched Scott react. Which was very little. "Come on, how long has it been since we've left New York? This is a chance to do some real good for the world. Aren't you exited?" Jean said, changing the subject.

"Jean, I'm use to piloting a next-gen supersonic aircraft. The thought of flying coach isn't exactly thrilling." Scott said nodding his head at the change.

_Yeah, but the X-Wing doesn't have private lavatories like these planes do… _Jean sent him a mental message.

_What does that have to do with… Oh. _He smiled at the though

"Scott…" Jean whispered to him as they walked through the sliding doors into the airport.

"Yuck, looks like those two are braining again." Kitty said sticking out her tongue in disgust. "You can always tell when they're making out in their heads 'cause Scott starts walking funny."

"Hn." Bobby said not even looking at the girl as he grabbed his bags.

"Enough! I know you blame me for Rogue taking off with that Gambit moron, but grunting at me like Wolverine every time I say something to you isn't going to bring her back!" Kitty yelled at him and pushed a finger into his chest. "I'm not asking you to pretend like I'm suddenly your best friend or whatever, but you could at least treat me like a… a human being, okay?"

"Hn." He grunted as he placed one back over his shoulder and walked away from her.

"Man... Wish Alex were here. This is gonna be such a long trip." Kitty said, looking up into the sky, watching a plan take off.

* * *

><p>Back at the Mainson, Angel flew into the air and looked around the danger room. He smiled at the work he created.<p>

The sky was a dark purple and white lightning flashed through the sky. Warren was floating in a single spot near a cathedral when he noticed that the building started to glow red. "On my word…" He said as he noticed that it wasn't the building that started to glow, but it was eyes. Hundreds of pairs of eyes were glowing red from the stone goblins that were slowly starting to come to life.

"Kill them all!" Angel yelled as tons of the little creatures flew towards him and the other X-Men on the ground. He landed a few punches before he had to fly out of the middle the group.

"The melodrama, really War?" Colossus said as he watched the winged man punch another of the creatures in the face. As the creature fell to the ground Colossus threw a fist at the creature and it exploded in a shower of rocks. "This is the Danger Room, not Black Friday."

"Go easy on him, Colossus." Nightcrawler said has he teleported through the crowd, hitting creatures here and there. "I know you're upset about your grounding, but Angel spent many hours working on this program."

Phoenix floated by the two men talking making a trail of the creatures following him. By now he had gather around thirty of them. "Colossus, just have fun with it." Phoenix said as he crushed all the ones he gathered.

Colossus and Nightcrawler gapped at the man and didn't notice the two flying up next to them. "Behind you, Colossus." Phoenix said as he turned around and stopped another ten or twenty of the things flying at him.

Colossus quickly turned around and grabbed the things by the neck and smashed them together. "Phoenix, how on earth can you be some claim with everything that has happened? What's happening on Krakoa?"

"We are all concerned, mein freund…" Nightcrawler said easily jumping out of the way of some of the goblins trying to attack him. "But I also have faith, faith that our teammates will exonerate this unfortunate man before his luck runs out." He said as he back flipped off the head of one and landed on another goblin, forcing it to the ground, crushing it in the process.

"Faith has nothing to do with it, Nightcrawler." Phoenix said floating over to the two and producing a field bubble around the three as more and more of the creatures produced around them and slammed into the bubble. "I am concerned as well, Colossus. But from my time you quickly learn that if you cannot fix the problem you move on." Colossus looked at him, confused.

"I'm not saying forget about it. But if you spend all your time on trying about what you can't fix, then you will die not being able to fix anything."

"What if this weren't some stranger?" Colossus said looked at Kurt then at Alex. "I'm not the only X-man who was once involved in… less-than-legal activities. What if it were Storm on that island right now? Or Blink."

"Two far, Colossus." Phoenix said, letting the bubble go.

"No, I am just pointing out if it was someone we cared about…" He paused and stole a glance at Alex. "…loved… what would we do?"

"I had not thought of it in such a way." Nightcrawler said looking away; not noticing the look Colossus gave Alex.

The program came to an abrupt stop when the door to outside slid open. Everyone looked at the woman standing in the doorway. "Any of you guys gonna mope about this all night, or are you gonna do something?" Dazzler asked.

"Like what, Ali?" Angle asked as he flew to the ground around Phoenix, Nightcrawler, and Colossus. "The Professor told us to stay here and work on improving our field ratings."

"And even if he hadn't, neither Warren's wings nor my brimstone jumps are about to get us across an ocean." Nightcrawler said, crouching.

"I could try flying us?" Phoenix offered.

"Idiots, we've got a stealth fighter sitting in the garage upstairs. How hard could it be to hot-wire?" Dazzler asked, smiling.

"Hot-wire?" Phoenix asked.

"Steal the X-Jet?" Angle asked, surprise across his face.

Colossus narrowed his eyes and looked at the woman. "What's your sudden interest in this accused killer, Ali?"

"I dunno. Bad boys make me hot, I guess." She winked at Alex and then turned to the others.

"Wait, we're not seriously talking about stealing a plane and flying to some jungle where they hunt mutants for sport?" Angel asked looking at everyone, one at a time.

Everyone looked at Colossus, including Phoenix.

"It's your call, Heavy metal." Dazzler said. "We gonna play on the side of angels again or are we gonna raise a little hell?"

Colossus looked at everyone and let his gaze linger on Alex, who nodded. Colossus smiled and everyone else knew he was in.

To Be Continued:


	12. Issue 57

Ultimate X-Men:

Issue 57

The Most Dangerous Game: Part 2

Somewhere over the Atlantic, the X-Jet shot through the sky, closer to the water then it should be, but sped as fast as it could to its destination. Inside the jet, Angel was at the pilot sit. He looked a little overwhelmed, liked he had never done this before, may it be flying an aircraft or stealing it.

Dazzler was in the passenger side, looking horribly terrified. "Pull up, War!" She yelled fumbling for her seatbelt. "We're not supposed to be going in the water!"

Angle looked at the woman, worry crossing his face and entering his voice, with a meek smile he said, "I'm sorry Ali! I've only flown the X-Jet simulator before this!"

Colossus had taken his usually seat behind the pilot and stared out the window. He looked lost in thought, from his grounding or stealing or from the fact that his sister was kidnapped by a demon lord; it was anyone's guess.

Colossus huffed and turned to look at the man that had taken the seat next to him. He smiled at Alex and gazed into his eyes, man, he thought, the boy was beautiful. He would have to find a way to make his affections known soon or he might lose his chance.

Colossus silently cursed to himself. Of all the things to happen he had to go and fall in love with one of his teammates! He didn't know if Alex returned the feelings or if the young man was just humoring him because of his sister.

He needed to find his sister and find her fast. He hated the feeling that she was suffering in the demon world while he, her older brother was living it up.

Well, living it up was a little bit of an over-statement.

Phoenix looked at Colossus and smiled back at him. He was just coming into his telepathic powers but he sent a mental push towards the man and his smiled deepened. He wondered if the man would ever ask him out. Alex had never thought about a man in that way before, in fact he only ever had "fallen" for someone once before, but in the future he comes from you never had time to fall in love. But he knew he liked Peter more than a friend should and knew he wanted to explore this new option, explore everything about it.

But, Phoenix was also worried about Peter's sister. He couldn't really explain. He had only known Illyana for such a short time, but it seemed that the two had really connected, like they were meant to be friends.

Phoenix was hurt by what happened and wished he could have helped Peter more. If only he had more control over his mental abilities, maybe he could have done something to help more.

As it was Phoenix had no idea how he had gotten out of that crystal prison and was thankful that no one asked him.

Phoenix was brought out of his mental images of himself and Peter when he heard Ali scream. "You don't know how to fly?"

"Hey!" Angle replied a little annoyed. "This wasn't my idea. I don't even want to be here." He shot everyone a quick glare to challenge his "idea" of not wanting to come; in fact he never said he didn't want to come. "When Professor Xavier finds out we stole his jet, we're probably going to get expelled."

From one of the further seats back, Nightcrawler piped up. "What choice did we have, Warren?" Colossus and Phoenix turned to look at him; both almost forgot he was in the jet with them. "Allow a fellow mutant to be slaughtered for entertainment of others?"

"What if he is guilty?" Phoenix asked quietly.

"It doesn't make it right for people to hunt him." Nightcrawler reaffirmed. "I thought you came from a future where stuff like this happened." He stared at Phoenix.

"Um…" Phoenix didn't have a chance to say anything else.

"Besides, Xavier is the most powerful telepath on the planet, right?" Colossus said looking at Nightcrawler and then at Phoenix. "Maybe he planted the idea for this rescue operation in our minds." Everyone turned to look at Colossus, everyone but Angle. "For all we know, we're doing exactly what he wants."

Nightcrawler placed a finger to his lips in thought, eyes slightly going wide. "Mein gott, what if Peter is correct? What if even this conversation was predestined? What if we have no free will… but are merely Herr Professor's pawns."

Alex laughed out loud. "I don't know about you, but I'm doing this of my own free will." Alex tapped his head, his reddish blond hair falling forward. "Herr Professor can't get into this brain."

"Yeah, no offense, Kurt, but that's the weakest rationalization I've ever heard." Angle said joining in on the conversion. "If the Professor really wanted us to help this guy escape Krakoa, why wouldn't he have just told us to?"

"Plausible deniability," Colossus said placing both his hands in his lap and placing his ankles together. "If we're captured, Xavier will be able to claim that he never told anyone to break a prisoner out of a sovereign nation." Alex looked up at Colossus smiling, Colossus smiled back, thinking he had impressed the young man.

"But that still doesn't explain me." Alex said. Colossus's smile faded as he thought it over, nothing came to mind. If the professor were controlling them to do this, why was Phoenix coming along?

For the fun? The danger?

Breaking the silence Alison finally decided to say something. "Tin-Man, if we're captured, we're probably going to be the next people to die in this Hunger Games knockoff."

"Exactly." Angle said nodding his head. "We should have at least waited for Cyclops and his team to get back from their mission."

"It looks like we have arrived." Alex said pointing out the window towards a small little island. The rest of the group looked out the window and no one else said anything as the jet zoomed ever closer to the tiny little island that mutants could call death.

* * *

><p>Somewhere on one of the cliffs on the island sat Mojo's mansion. He was standing in front of a huge TV, a video camera recording him. "Welcome, friends, to another episode of Hunt for Justice!" He held out his hands in a warm embrace. "I'm your host, Mojo Adams, and I'm very proud to introduce the newest hunter brave enough to take on the savage animal who still seems to be alive and thriving somewhere on this treacherous island."<p>

The overly fat man smiled a sickly smile, showing off his yellow teeth. "Ladies and gentlemen, I give you the young man known to gaming fanatics around the world as Arcade!" Mojo yelled the man's name as the camera moved over to get a good look at the red headed man that was standing next to Mojo. He was huge, more muscle than anything else and he was armed to the bone.

Three guns hanging off of him, a gun in each hand and knifes strapped up and down both legs.

Metal casings were on his knee caps and shoulders, two more guns on his back, two at his hips and one final one thrown across his back.

The camera quickly moved back to Mojo Adams. "This prodigy comes to us all the way from his video-game empire in Redwood Shores, California." Mojo paused for dramatic effect and then took a deep breath. "At the tender age of thirteen, he designed Murderworld, the original "first-person shooter," making him an instant millionaire."

"How much longer?" Arcade asked, clearly annoyed, looking through the scope of his gun.

Ignoring the comment, Mojo went on. "Since then, Arcade has used his fame and fortune to travel the globe in search of more immersive gaming experiences." Arcade put down his gun and narrowed his eyes at the fat little man. "Over the last three weeks, he's watched countless hours of raw footage of our contestant, hoping to devise a unique strategy that will—"

"Let's skip the cut scenes and get to the action, Mojo." Arcade said cocking his gun.

Mojo stopped and narrowed his eyes at the taller man. "Actually, why don't we try this once more from the top?" He said with a sick smile spreading across his face, he knew exactly how to touch someone's buttons. "To be honest, I don't get the feeling that you want this enough. I'd like to see something with a bit more sincerity coming from you, show me your fire."

"Sincerity?" Arcade said pointing the cocked gun at the man's head. Instead of Mojo turning to shock he smiled. Nothing seemed to bother the man and that tended to disturbed others. "You want sincerity and fire?" Arcade screamed as he realized that the gun wasn't having the desired effect it was suppose to.

The effect did work on the camera crew and producers however. "Guards!" Someone yelled running to get some help.

Mojo held up his hands, not in shock over the gun, but to try and calm everyone else down. This was going to make very good television program, very good, he smiled. "No! Keep rolling, Major Domo!"

Arcade moved the gun from Mojo's head and pointed it at the camera. "I'm here because my sister was killed when Magneto blew up the Brooklyn Bridge, all right?" He put the gun away and spit on the carpet. "With that mutie locked away for life, wasting your murdering gene-freak is the closest I'm ever going to get to tasting justice."

"Thank you, child." Mojo said rubbing his chin and straightening his tie. "That's exactly what our audience needs to hear." Mojo slide his hand across his neck at the cameraman.

"Whatever," Arcade said turning away from the man. "…just tell your goons to stay out of my way. From here on out, your island is my free-fire zone." He walked away, planning for the ride of his life.

"Excellent segment, sir." Domo said walking up to Mojo.

"I… suppose…" Mojo said as he turned to face the television screen.

"What, you don't honestly think that heavily armed psychopath is going to have any trouble taking our "longshot," do you?" Domo asked turning to face the same television. An image popped on of the man being hunted. "The mutant is famished and exhausted and—"

"I have no doubt Arcade is going to succeed, Major Domo." Mojo said sighing. "But part of me misses Mr. Centino already. He's far and away the best player ever to set foot on Krakoa."

"There will be others, sir."

"Will there?" Mojo placed his hands in his pockets, shaking his head. "Genosha has exiled most of its mutants already, and the few who did remain are hiding, not out committing capital crimes." Mojo turned away from the television screen. "What happens when our neighbor runs out of potential contestants for us to use?"

"There are mutants rotting in prison cells all across the globe, Mojo." Domo said turning away from the screen as well, looking down at the fat man. "Perhaps it's time we take our "talent search" worldwide."

* * *

><p>Genosha International Airport:<p>

Kitty, Jean, Bobby, and Scott just landed from their flight and reached the luggage area. Jean looked around as she grabbed her backpack from the belt among the hundreds of other bags. She wasn't paying any attention to the luggage, but watching all the television sets that were in her area.

She had already noticed about twenty of the things and they all were on the same channel. She growled as she walked with the rest of her crew through the airport. "This makes me sick." Jean said as the group past a huge screen television with the blond haired mutant running for his life.

"The entire country must be glued to that show." Cyclops said shaking his head. "How can people be amused by something like this? It's like Roman gladiators."

"Or Project Runway…" Kitty interjected as she watched the television screen.

"Can you blame them?" Bobby said from behind the group. Kitty turned around to look at the man, eyes narrowing just slightly. "The dude murdered one of their favorite leaders. I mean, our parents all tuned in to watch Jack Ruby shoot Lee Harvey Osborn."

Kitty frowned at the man and shook her head. "First of all, his name was Lee Harvey Oswald." She hissed at him. "And second, we don't know Arthur Centino killed this Lord Scheele guy. You can't trust the same cops who helped round up an entire group of people for deportation." She pulled her David's Star from around her neck. "Ask my grandparents."

"Get bent, Kitty." Bobby stabbed a finger at her. "Bad enough I have to take orders from Captain One-eye, I don't need you in my grill, too."

"In my grill? Pretty cool, Vanilla Ice." Kitty hissed, rolling her eyes at the young man.

_Enough! _Jean screamed at both of them in their heads. And all four stopped dead in their tracks. Scott looked down at the woman holding on to his arm and decided not to say anything when he saw the look in her eyes. _We're supposed to be gifted exchange students, not a bunch of freshman brats on spring break. Now shut IT!_

The group continued towards the exit without saying another word. As they left the airport no one in the group had noticed the white haired woman that had followed them since they arrived.

* * *

><p>The X-Wing softly landed in the middle of a jungle and the door slid open with a whoosh. Phoenix was the first one off the jet. Phoenix floated through the air looking around, holding a hand to his forehead.<p>

"My telepath abilities are pretty weak compared to Jean's, but I'm not picking anything up."

Colossus quickly jumped out of the jet and landed in front of Phoenix, he took a defensive stance around the man, looking back and forth. Phoenix placed a hand on his lower back, very close to his bottom end. Colossus jumped slightly foreword.

"I said we were clear." Phoenix smiled up at him. Colossus blushed a dark shade of red as he rubbed the back of his head. Before he could say anything the rest of the crew slowly walked off the jet.

Nightcrawler inched his way down, looking around the jungle, his tail twitching every which way. Dazzler was right behind him shaking her head. "Uck, I can't believe you made me air sick war… Me! Air sick."

"Hey, any landing you can walk away from…" Angel said from behind her lowering his head as he walked down the steps. He wasn't the tallest member of the group but the jet seemed to be built just for the Professor.

"Let's move out." Colossus said looking around trying to decide which way they should go. "First priority: Take down the broadcast system they got goin on."

"Perhaps Angel could make a few passes overheard, and attempt to locate the—" Nightcrawler began, but Angel cut him off.

"Actually, if it's okay with you guys… I think I'm gonna wait with the plane."

"What?" Dazzler said turning around to look at him. "You can't wuss out on us know, War."

"I just… I just have a bad feeling about this place, okay?" He looked at the rest of the group. "Besides… With so much jungle I wouldn't be much good to you."

"Don't worry about it, Angel." Phoenix said floating up into the air, fire surrounding him. "I can take a few quick sweeps."

"No." Colossus said looking at Phoenix. "I want us to stay as a group. I'm not going to force anyone to come, but if you stay behind, you stay in the jet." Colossus emphasized the word in; he looked at everyone and then nodded as he turned around to walk away.

"Isn't Pete hot when he plays front man?" Dazzler said smiling at the big man.

"You have no idea…" Phoenix said walking a little faster to catch up with the huge metal man.

Nightcrawler jumped to all fours and started to run in a half crouch kind of way, ignoring Alison and Phoenix as they all made their way into the woods.

"Angel," Colossus called back to the winged man. "If we're not back in an hour, take the plane back to Xavier's."

"And then what?" He called back.

"I don't know about these guys, but I'd like to be buried next to Hank."

Phoenix watched the big man walk ahead and looked sad for a moment. The man was hurting. Hurting more than Alex had thought.

_Everyone will be hurting soon, Alex. Everyone. _A voice inside Phoenix said. Phoenix hesitated for only a moment. That was the same voice that talked to him when he first manifested his Phoenix powers!

What was going on with him!

* * *

><p>Somewhere else on the island, Longshot, as Mojo has dubbed him, was standing on a high cliff overlooking part of a valley. Mojo smiled at the television screen, but then concern blossomed across his face. "What in the world is our star doing now? He can't fly the coop, can he?"<p>

"No, the mutant may have hollow bones, but our records say he's not a flier. He's agile, but also delicate." Domo said taking an active interest into the television. Domo held out his hand and the man's assistant put the clipboard in it.

Pulling the clipboard to his face he read it. "If he tries to jump, he'll…" The man stopped as he thought about the possibilities that the mutant could be thinking of.

"Oh, no." He said suddenly. Mojo whirled around at him

"What?" Mojo hissed.

"What if… what is he's realized he can't beat us? What is he's decided to forfeit?" Domo said throwing his hands into the air. "If the mutant commits suicide, he'll destroy the finale."

"Then forget the game!" Mojo yelled balling his hands into fist. "Just give Arcade the mutie's coordinates! Tell him to kill this thing before he kills itself!" Mojo was foaming at the mouth he was so angry.

Suddenly the television screen turned to static. Mojo gasped and took a step back. "What?" He yelled. "Is this a joke?! Give me a picture, dammit!" He screamed as he turned around and starting waving his fist at people. "Give me something!"

Domo ran to the said of the room where all the computer equipment, he starting to punch some of the buttons shaking his. "I… I don't know what's happening, sir." He said franticly. "Our remote cameras have stopped transmitting."

Mojo turned to the other wall and grabbed the phone of the wall. "Control Room, where the hell is my feed?!" The man he was talking to tried to say something back, but Mojo started screaming at the man over the phone.

Somewhere else on the island, Arcade was lurking around the dense jungle with one of his bigger guns out. "Arcade what's going on out there?" It was Mojo talking to the man through his ear piece.

"You tell me, Mojo." The man answered back, squatting to look at some tracks. "I lost that sorry excuse for a camera crew you saddled me with about an hour ago."

"We have no video feed for the entire island!" Mojo screamed at the man.

"Yeah, I thought as much, it's what I would of done… about a week ago.." Arcade smiled as he ran down the trail and jumped over a huge fallen tree. "Your prisoner has finally decided to stop plaing defense. He's decided to attack where he knows it'll hurt most…" Arcade landed on his feet with a thud and looked around. "… Your ratings."

"I can't afford this! I'm sending out a shock team to back you up!" Mojo yelled.

"Don't bother, I ran a hundred simulations for a scenario just like this." Arcade said coming close to a clearing. He smiled when he knew which simulation this mutie was going through. Number 56. "Your animal is good, but he's also predictable…"

Arcade slide to a stop as he came to the clearing. This was not simulation 56… he would have to make a 101 simulation.

Arcade was not expecting this at all.

Arcade watched as a woman stood back from the fallen tower, looking at the fire that was blazing. He then quickly noticed a blue demon like creature standing halfway up the broken tower, yellow smoke swirling around him.

Then he noticed the two that were threats; the big metal man ripping the tower out of the ground and the flying teenager who was surrounded in what looked like fire, a reddish glow around him.

"Who are you?" He asked pointing his gun at the woman.

"Who the hell are you?" Dazzler asked back placing her hands on her hips.

"Clever, Mojo." Arcade said as he took a few steps closer. "Throwing a few extra muties into the mix to keep things interesting, huh?"

"Dazzler watch out he—" Phoenix yelled from the air, but it was too late. Arcade opened fire on the unsuspecting girl standing not ten feet in front of him.

"No!" Colossus yelled as he rushed to Alison aid, but he was too slow. Alison threw her hands into the air and tried to duck before the bullets could hit her. But her eyes widened as she noticed the bullets started too slow and then completely stopped not two inches from her face. She looked up at Phoenix who was holding out his hand, stopping the bullets with his mind.

Phoenix looked like he was struggling with something as sweat started to bead across his forehead.

The bullets dropped to the ground as Colossus rushed at the man firing the things. The man grunted as Colossus lifted him over his head. "Not the defenseless prey you were expecting, eh?" Colossus said taking a stance to throw the man as hard as he can into the nearest tree.

Phoenix groaned as he saw that Dazzler was okay and slid out of the sky. Nightcrawler quickly teleported to the falling man, grabbed him and reteleported back to the ground.

"Thanks elf…" Phoenix said and Nightcrawler nodded at him.

"Your ear canals metal, too?" Arcade asked as he pulled something out of his pocket and pushed it. A sound so loud poured out of it and Colossus let the man fall as he fell to his knees. Colossus yelled in pain as Arcade pointed the little object closer to him. "Yeah, bet you get crazy reverb in there."

Phoenix looked up at the sky, his eyes filling with tears. The pain that he was feeling, how could Peter stand it! Phoenix looked around as he saw that fire erupted around his body.

For some reason his powers were going out of control. It always seemed to happen when he tried something new or over excreted himself.

"Keep turning it up to eleven, little man." Dazzler said as she began to suck up the sound, her hands stretched out. "The louder you whine, the harder I bring it." She started to produce light, so much light. It first came as tiny balls of color, than the balls grew larger and larger as she sucked up more sound. She finally smiled as she brought her hands together in front of her. The balls of light turned into one steady stream of light and shot out at Arcade. He screamed in pain as the beam of light made contact. Arcade was hit so hard that he fell about twenty feet back and landed against a huge tree.

Once the sound was gone Phoenix shook his head, eyes closed. He would gain control of this! He would fight it as long as he could!

_Yes… _A voice hissed in his head. _The battle of life…_

Phoenix finally forced the power down and ran over to Colossus, placing his hands on the man's head, turning it at an awkward angel. "Are you bleeding, is there blood?" He said in a rush.

Colossus placed both his big hands over Phoenix's and looked up at the boy. "I am fine." He managed a week smiled and Phoenix smiled back at him, letting him go.

"AH!" Dazzler yelled.

Phoenix looked away from the huge man made of metal and saw Dazzler fall to the ground, some kind of gung gluing her hands to her face.

"Cool, right?" Arcade said pointing at the thing on his wrist that shot out the glue. "One of my programmers reverse engineered this thing from some polymer he scraped off a wall in Manhattan last –"

He was cut off as Nightcrawler teleported right in front of him and landed a punch to his face. Arcade shook his head not realizing what had happened.

Nightcrawler teleported back again, this time a little further up and landed a kick to the man's stomach. Finally understanding what was happening, Arcade smiled.

"A teleported. I got bored with that gimmick circa Asteroids." Arcade slowly reached for something behind his left boot. "If I were a novice like you, I'd probably jump right…"

Nightcrawler teleported right where Arcade threw his knife, the man gasped as he felt the cold steel slide into his right side. He looked down at the handle going to reach for it, but Arcade placed a tighter grip on the hilt.

"No!" Phoenix yelled.

"All I have to do is flick my wrist, and I will open you up like a—"

"LET HIM GO!" A voice yelled from the jungle. Everyone still able to turned to look at the source of the voice. "I'm the one you want."

Arcade smiled as he grabbed onto Nightcrawler who slowly started to close his eyes. Arcade withdrew a gun and pointed it at the man in the tree. "True that." Arcade started to shoot at the man, but he seemed to miss at every shot. Every time a bullet landed Longshot was one step ahead.

"Stay back!" Arcade yelled, his voice beginning to shake.

"I'm begging you." The man said as he landed on his knees in front of the man, placing a hand in front of him to help support the land. "Don't pull that rigger."

"This is for my sister, you murdering piece of—"Arcade fired the gun, but instead of the bullet flying out of the gun something happened… something that no one could explain and the gun exploded in Arcade's hand.

Arcade yelled as the blast hit him in the head and he fell back. Longshot looked at the red headed boy who was holding a hand out, palm facing Arcade. He didn't know if it was his luck, or the man before him. Longshot didn't care either way.

Longshot rushed over to Nightcrawler before he could hit the ground and helped him to stand up right. "Don't try to move, friend."

"Impossible." Nightcrawler said placing a hand over his wound. "How… how did you know his weapon would backfire?"

Longshot took a quick look at Phoenix and saw that he was now helping the big metal guy. "Oh, it's sorta my thing. Don't ask me how, but I can alter the probabilities of certain situations to work out in my favor." He stole one final look at Phoenix and shook his head, at least he hoped it was his power this time. When Nightcrawler looked at the man even more confused, Longshot smiled. "Basically, I'm super lucky."

Dazzler walked to the two, hands still glued to her face, she mumbled something.

"Yeah, if you're so lucky, what are you doing here?" Colossus asked as he leaned on Phoenix for support.

"Waiting for something like you to fall out of the sky."

* * *

><p>Back on Genosha, the X-Men there were all standing in a semi-circle looking at the crime scene. The sun was setting and made the sky look like it was on fire. Jean had her hands placed next to her head, slightly floating off the ground.<p>

"Are you sure this is it, Scott?" She asked putting just a bit more pressure into her physic probe. "I'm not picking up any psychic residue of a struggle here."

Scott turned the page to the newspaper he had brought with them, pushing his lips out. "Well, this is where the Genoshan authorities claim they found Lord Scheele's body, along with the mutant who supposedly knifed him to death."

Iceman was sitting on the grass, leaning back resting on his hands. "Supposedly? Didn't you read the report? The killer was found with the murder weapon in his three-fingered hand." Kitty scowled at him kicking some dust in the air. "He assassinated somebody's husband… somebody's father!"

Scott closed the paper and looked down at the teenager. "Bobby, if you had studied the report instead of just skimming it, you would have noticed the lack of blood in the crime-scene photos." He began to fold the paper even smaller to fit it back into his pocket. "I think Scheele was killed somewhere else, and then brought here… along with the mutant the real killers found to be their fall guy." Bobby just shrugged and made a couple of iceballs; juggling them.

"So what do we do now, oh fearless leader?" Kitty asked smacking one of the balls from the air. Glaring down at Bobby.

"Dive under the topsoil and see what you can find Kitty." Scott said placing the paper in his back pocket. "Look for any foreign objects the police might have missed… or failed to cover up." Bobby had made another ball to replace the one Kitty had smacked away and started juggling them. "And keep whatever she brings refrigerated, Bobby."

"Great, now I'm a glorified cooler…" Bobby whined.

"If the politician was so beloved by these people, who would have a motive for killing him except the mutants his government was against?" Jean asked as she landed to her feet, giving up the physic search.

"Scheele didn't really become popular with humans until he was "martyred," Jean." Scott said as if he were talking to a child. "The Professor told me he was one of the few public leaders to oppose the "relocation" of Genosha's mutant population. I think this might have been punishment for…"

"Hold on." Jean said placing a hand to her forehead. "It feels like there's someone else…" Jean couldn't finish her sentience, she fell foreword as she felt something hit her in the back of her head.

"Jean!" Scott yelled as he turned to see what hat hit the woman. A very tall woman with pure white hair was staring at Scott and Bobby. She glared at them with such hatred Scott didn't know if he should attack the woman. "Woman, give me one reason why I shouldn't blow your head off!"

"Actually, Mr. Summers, I'll give you six." The woman said as she dropped her trench coat. Bobby gasped as he saw the woman had six arms. Each hand was holding a weapon of some sort. Scott almost gaped at the woman, how on earth had she been hiding all that under her coat… Well, no matter, this bitch hurt Jean and she was going to pay for it.

To Be continued:


	13. Issue 58

Ultimate X-Men:

Issue 58

The Most Dangerous Game: Part 3

Scott and Bobby stood, frozen in place as they watched the six arm woman wave all her hands in the air. They weren't actually watching the hands, but the weapons that each hand was holding. They ranged from throwing stars to a battle ax.

"Holy crap…" Bobby said taking a step back from the woman. "How do you get through customs with all that?" Scott narrowed his eyes at the comment, but never took his eyes away from the woman.

He knew that she was dangerous, even if the child didn't.

The woman grunted and took a step forward, walking over Jean's body and pointed a sword to Jean's chest. "This is serious, Mr. Drake. Make one move, and I will cut out more than just the heart Miss Grey carries for your friend." The woman said slightly twisting the sword point at Jean's chest.

"How the hell do you know our names?" Scott said; letting the power behind his glasses grow. He was going to shoot the woman with so much power; her grandchildren would feel it; that is if the woman would survive such a blow.

"Don't be so modest, Scott." The woman said with a hard laugh. "The X-Men are celebrities in our world." The woman made it clear what is meant by that. "My sister left for the States years ago. She sends me clippings of all your—"

"What do you want?" Scott asked with a growl that Wolverine would be proud of.

"I wanted to leave this… this island, to go to Brooklyn to be with my sister." The woman said shifting the weight of the other weapons she was holding. Scott nocited that the woman favored if left side.

Perfect for attacking. "But when I saw your team at the airport, I realized that you were here to destroy what little I'd accomplished for Genosha." The woman finished shifting again. Scott paused, thinking about what the woman was doing. She may be trying to throw the man off, pretending that she favored one side over the other. She looked like she could wield all six weapons with no problem.

Bobby looked confused and he took a step forward. "What?" He said and looked up to Scott.

"Lord Scheele." Scott said balling up his fist. "You assassinated him." Scott wasn't asking the woman a question; he had just figured everything out. "And then you framed Arthur for his murder."

"Wait, why set up another mutant for it?" Bobby asked, confusion floating off his voice.

"You have no idea what you're talking about." The woman hissed, shifting one of her arms and pointing an ax at the duo. "Children of privilege like you can't begin to understand the complexities of a truly oppressive government, and you certainly can't—"

"Hey!" Kitty yelled at the woman who stopped talking to see where it was coming from. She looked around and realized it was coming from underneath her. "I phased Jean! Pound the freak!" Kitty shouted as she and Jean floated into the ground.

"Nice job, Shadowcat." Scott said, removing his glasses, keeping his eyes closed. "Now get her underground."

"Like I didn't already think of that!" Kitty said as she completely submerged the two into the ground.

"Lady," Bobby said iceing up and balling up his fist. "… you are so about to feel what truly oppressive is!"

* * *

><p>"WHERE IS MY SHOW!" Mojo screamed at everyone in the room. People began to run around franticly trying anything that they could think of to get the camera feed working again.<p>

"All of our live feeds are… missing, Mojo." Domo said placing his hands behind his back. "Our hunter is missing. And there are reports that –"

"Unacceptable!" Mojo screamed as he shook the floor with his stomps. "I want us online yesterday! Last week!" Mojo turned his attention to the television and growled. Without thinking he slammed his fat foot into it, causing the screen to creak and finally smoke.

"Sir," Domo said taking a few steps back from Mojo, he knew how the man could get. "Arcade said something about there being other mutants out there." Domo said pulling a clipboard from behind him. "The hired help are refusing to make any repairs in the field without a security escort, a union representative, and—"

"Major Domo," Mojo said, cutting the man off in mid-sentence. "If Longshot isn't back on my screen in one hour, the next thing I broadcast will be your family's home address." Mojo whirled around and stabbed a finger at Domo.

Domo shot a glare at the big man. "I'm sure plenty of bloodthirsty Genoshains would love to come a knocking." Mojo said jabbing at the man again.

* * *

><p>Somewhere else on the island the group of X-Men that had just saved the hunted mutant had made their escape into the jungle, out of the open field. The group seemed to be pretty much okay, no major damage was done. Nightcrawler and Dazzler were standing in front of Longshot while Colossus was tying Arcade around a tree with a very large piece of steel. Bending it like it was paper.<p>

"Careful, Colossus." Phoenix warned the man as Colossus smiled down at him. He nodded and continued working as if he had done something like this before. Peter use to work for the Russian Maifia so it wasn't beyond him.

"You guys risked your lives just to save me?" Longshot asked placing a hand on his chest. "I… I can't thank you enough."

"We should be thanking you, Herr Centino." Nightcrawler said, crouching on a rock next to the man. "Were it not for your… intervention, I believe this man vould have been the death of us all." Nightcrawler whenced and grabbed his side.

The man stole a quick glance at the red haired man who was talking with the metal guy.

He shrugged.

"The hell he vould, "Crawler." Dazzler said, mimicking Nightcrawler's accent. "I was just about to take him down before Art here got in the way." Dazzler said sticking a thumb at the blond man.

"Please, call me Longshot." Longshot held out a hand to the woman. "Art sounds so… human."

Dazzler looked at the man's hand and stuck her thumb around her pants waist showing over the cloth of her thong. "What's with you boy's and your dumb nicknames?" She said staring at the hand and not taking it. Realizing that she wouldn't take it, Longshot withdrew the offer and rubbed the back of his head. "Just start a freakin fan club already."

"I don't even know what that means." Phoenix said as he and Colossus walked closer to the group.

Nightcrawler laughed, "Don't mind Ali, mein freund. She's never met a real TV star before." Nightcrawler held out his hand and Longshot gladly took it. "I am Nightcrawler. The muscleman over there is Colossus and next to him is Phoenix."

"I like your boots." Colossus said.

"Ha, you would." Phoenix said laughing, but taking a look at his own, worn black boots.

"Oh, yeah?" Longshot said looking down at his own boots. "I guess they're standard issue for all prisoners." Longshot rubbed his chin and held out a foot, the sunlight glinting off the yellow metal. "As if being sent out here for something I didn't even do weren't dehumanizing enough…"

"I thought you weren't human?" Phoenix said staring at the blond man. There was something about him that Phoenix did not trust… something… He just couldn't put his finger on it.

"If you girls are done trading fashion tips," Dazzler said placing a hand to her forehead. "We should probably hit the road. We've got a long haul back to Angel."

"Back to what?" Longshot asked looking at the group as they turned away from him to walk through the jungle.

* * *

><p>Back at the X-Wing Angel was walking around the beach, kicking sand as he watched the waves rush up against the shore. He was thinking of everything that had happened in the past few hours. "This was such a crappie idea…" He said aloud as he looked out over the water.<p>

In a different time, he would have enjoyed this view. Maybe have a nice girl with him…

"God, you're so stupid Warren." He turned in the direction the wind was blowing. "The Professor's gonna kick you, maybe all of us, out of school, and then where are you gonna go? Back to dad? He probably hasn't even noticed you're not—" Something stirred behind him and Angel whirled around.

"Kurt?" He asked looking into the woods. "Guys…" He asked as he moved closer to the woods. Angel's eyes went wide as something came out of the woods. He didn't even have a chance to comprehend what had happened before the blackness over took him.

* * *

><p>"Please." The woman with six arms said, now pointing all the weapons she had at the two mutants standing in front of her. "Don't do anything stupid."<p>

"That sounds like fair advice." Scott said getting ready to take the glasses off and open his eyes for a huge energy beam. "Iceman, formation Echo."

"Yeah, yeah whatever…" Iceman said jumping into the air and producing an iceslide towards the woman. At the same time Scott finally let his build up of energy rip out of his eyes. The woman was ready for it however; she turned her sword in such a way that the beam hit it and bounced off. Scott stepped back in surprise and noticed that the beam hit Bobby and he flew back ten feet.

Those weapons must be made out of some kind of special metal! Scott thought as he watched Bobby land on the ground with a loud thud.

"Dammit Iceman!" Scott yelled at him. "Why don't you listen to people—"

The woman produced a hand full of throwing stars from her waist and threw them at Scott's head. Scott tried to duck, but the stars hit his glasses and shattered them. Scott fell to the ground throwing his hands to his face.

He didn't want to hurt his teammates, even if Bobby was being a stupid kid.

"I'm sorry, I never wanted to-" The woman gasped as a huge fist made of ice grabbed her around the middle, pinning four of her six arms around her waist.

The woman tried to struggle, but it was no use, she was pinned tight.

"Cool." Iceman said looking at what he had done. His entire arm spread out and his actual fist grabbed the woman. "I don't even know how I managed that."

Bobby looked at Scoot who had torn a piece of his shirt and started to tie it around his eyes. "You okay, Cyke?" Iceman asked. "If this spider hurt you…"

Scott rolled his eyes at the teenager, even though Bobby couldn't see him. He would have to reprimand the young man.

Spiders had eight legs.

"Forget about me, Iceman! Pay attention to—" Scott yelled, but his voice was cut off as Bobby screamed.

Scott whorled around to see what was happening, but in the panic of hearing Bobby's shrill voice he had completely forgotten that he wasn't wearing his visor. The woman had taken her sword and ax that she was holding in her top hands and slammed it into Bobby's fist that was holding her in place.

"That hurt!" he yelled as his hand grew back to normal size.

The woman gilded down to the ground in a shower of ice chunks. "I wouldn't do that again, child." The woman said with a hint of anger in her voice and a glint in her eyes.

"And why the hell not?" Bobby asked.

"Because I can only imagine it's hard to breathe in dirt." The woman said as Kitty slowly came out of the ground at the woman's feet. "It was only a matter of time…" The woman said as she raised one of her hands with a sword in it above her own head.

Kitty gasped for air as she slowly rose from the ground, not realizing what was about to happen to her.

The woman brought the sword down with a flash. Bobby yelled as the woman smacked the young girl with her sword. Bobby waited for the splash of blood, but nothing came. He realized that the woman had hit the girl with the blunt end off the sword. Kitty had kept her head, but the girl was going to wake up with a killer headache.

"Kitty!" Bobby yelled jumping to his feet.

"Power down, Robert… or I turn the girl "ghosty" forever."

"Are you forgetting someone?" The woman turned around at the new voice, all six arms lowered at the sight before her. The girl that she had hit first was finally awake and she did not look happy. Fire seemed to have consumed her; it was in the shape of a bird, a very big, very angry fire bird.

"Now then, let's see how many arms you need to survive."

* * *

><p>Back on the other island:<p>

"What was that?" Phoenix stopped walking and looked around. He had felt something… something like him, but more.

"What?" Colossus asked, stopping next to the man. Colossus looked down at his new friend and smiled. Phoenix smiled up at him and then at Nightcrawler who was being helped by Colossus.

"Vhat?" Nightcrawler said repeating the unanswered question.

Phoenix looked into the sky, the wind blowing his hair forward around his face. "I felt…" He looked back at Colossus and smiled. "Never mind." He said shaking his head.

At the front of the line, Longshot and Dazzler were talking to each other. Longshot seemed to be more interested in the woman then she was in him.

"So this Warren guy is gonna fly us all the way to the States?" Longshot asked Alison.

"You have any other ideas, jail-bird?" Alison asked moving a branch away from her face and letting it go after she passed.

Longshot grabbed the branch before it could hit him in the face and smiled.

He liked girls with spunk. "No, it's just, my life is in Genosha. There are people I care about." He looked around the area they were walking through; they had just walked across a fallen tree that let the group pass over a stream. "I have an underground mutant resistance that's small but growing…"

"You can always continue fighting for the rights of mutants alongside the X-Men, Longshot." Nightcrawler said. "Ve would velcome you to our team."

"Besides, after being on this show, you wouldn't survive an hour in Genosha." Colossus added. "There are posters of you everywhere."

"It's kinda like you're famous already…" Phoenix thought of the irony. "If only you hadn't been caught…"

"I know you're right, but it's still my home." Longshot said taking a deep breath. Longshot looked over at Phoenix and didn't answer his question, what could he say? "Even when your country hates you, it's not easy to say goodbye."

"Tell that to Deutschland, Mother Russia, and Time Dude back there." Dazzler said pointing to the three mutants behind them. "They didn't have any problem signing up with the good old U.S. of—"

Everything went quite when Dazzler stepped on something that clicked. She looked at the ground and noticed something jump up from the dirt. "What the…" She said looked at it as it began to spin.

"Look out!" Longshot shouted as he dove for the woman that the landmine was next to.

Colossus turned to protect Phoenix and Nightcrawler as Longshot and Dazzler were blown away from the blast. Longshot landed on the woman with a thud and the wind was knocked out of her.

She looked up at the guy and smiled. "Wow." He smiled back at her. "You smell just as old as you look." Alsion said trying to the man off of her.

"Are you two all right?" Phoenix and Colossus asked at the same time. Phoenix was walking around Colossus who was checking on Nightcrawler.

"No worries, P-Bird." Dazzler said as she was pulled up by Longshot. "I think I swallowed a piercing, but…"

"I meant Longshot." Colossus said bluntly. "He took most of the blast."

Phoenix looked back at Colossus and smiled. "Peter…"

"Oh, I've survived worse than that out there." Longshot said shaking his hands at the group. "I'm like a walking lucky charm, I guess." Longshot said laughing to himself.

Phoenix looked at the man and his eyes went wide for a moment. "You only have three fingers…"

"What?" Longshot said looking at his hands.

"Sorry, I just never noticed that before…"

"My mutation bothering you?" The man asked. Phoenix didn't know if Longshot was offended or just joking with him. Phoenix didn't care. He remembered something about a three finger mutant. He couldn't think about it, but it was… important somehow.

"Your probability powers still confound me." Nightcrawler said during the long period of silence. "Isn't luck a subjective term?" He looked at everyone and then back at Longshot. "I mean, shark attack survivors call themselves lucky, but if that were the case…"

"Why'd they get attacked in the first place?" Longshot finished Nightcrawler's question. "I really don't understand it myself, Nightcrawler. All I know is, things usually turn out okay for me."

"I think it's rather simple…" Phoenix said, starching his left side. Something was still bothering him, he almost felt like someone or something was touching his powers. "He can only use his "luck" when something happens to him… You're not lucky if nothing ever happens, you're lucky because you lived through it."

Everyone looked at him, Longshot nodding his head, processing the information. Colossus placed his hands on his hips and huffed. "That being said, I have no intention of losing you to a pointless booby trap, not after we've come this far." Longshot looked up at the big man and smiled. "I will take point from here on out. I want you right behind me every step of the way."

"No place I would rather be, big man." Longshot said placing a hand on Colossus's shoulder.

Dazzler looked at Phoenix who had no expression on his face. Well, maybe a little bit of an expression, a dark expression.

* * *

><p>Back on the main land, the woman that Jean was attacking was screaming in pain. The scream was something out of this world. Scott had never heard a voice go that high, or for that long.<p>

"If it's any consolation, you're not really burning alive." Jean said with that dark, evil voice she talked with when using this type of power. "I'm just tricking your brain into feeling it." Scott thought he could hear a slight laugh from the woman.

"Either way, the end result will be the same." The woman screamed louder as more flames consumed her. Bobby could only sit there and watch dumbfounded. He had never seen Jean act like this to anyone… no even the men she had killed.

"Bobby, what is going on?" Scott yelled through the screams. "Whose voice is that?"

"Don't be frighten, my love." Jean said turning her face to look at the man she loved. "It's me… Jean."

"No!" Scott yelled at her. "I know her voice! You are not Jean!"

"Cyke…" Iceman said placing a hand on Scott's shoulder. "It is her… I think." Or hope, Bobby added silently.

"Please!" The woman said between screams. "Whoever you are, free me, and I can explain everything!" The woman screamed through quick burst of breathes.

"Shut-up." Jean hissed. She glared at the woman who would not stop screaming and finally decided she had had enough. With just her mind, Jean slammed the woman back into a tree. With the impact of the force, the tree snapped in two.

"Sorry…" Jean said, her normal voice coming back. "I don't know what got into me…"

"God, I'm such a moron." Kitty said as Bobby deiced helped the girl to her feet. "I held my breath long enough to get Jean clear, but by the time I phased all the way back here to help you guys…"

"Don't be stupid, Kitty." Bobby said pulling her to her feet. "You did awesome."

Jean walked over to Scott to check on him. "Scott, you eyes…"

"She just scratched the corneas, I think. Nothing rest and new glasses won't be able to take care of." Scott said pushing himself to his feet.

"Until then, I can go into your mind, patch my vision into your—"

"No!" Scott yelled pushing the woman away. Jean looked hurt, but Scott couldn't see that, but he knew.

He could feel it.

"I mean… no thanks, Jean. When my powers first manifested I was afraid to open my eyes for months. I trained myself to get by without sight. To be blind." Scott said the last part like it had hurt him to learn to be blind. Jean wanted to reach out to him, but he seemed more freighted by what she had done than Jean herself.

"Don't worry about it…" Scott could hear the hesitation in her voice. She was hurt by his outburst and he thought he was going to pay for that later. "The Professor's been tutoring me in the fine art of interrogation." Jean picked up the sword that the woman had dropped and pointed it at the unconscious woman.

* * *

><p>Colossus had taken Longshot up a few feet ahead of everyone else. They were talking about something, but Dazzler couldn't hear anything. Phoenix was a few paces behind the big man and doubted if even he could hear anything.<p>

Somewhere along the line Alison had gotten stuck with Nightcrawler and she wanted to punch something. She did not like what was happening here. Did not like it at all.

"Hey," Dazzler looked at Nightcrawler as she helped him walk through the jungle. "You've been in this band longer than me, right? Have you ever wondered which team Pete plays on?" Nightcrawler looked up at the woman, confused.

"No offense, fraulein, but I'm not sure where someone such as you gets off questioning Peter's loyalties." Nightcrawler said as he held onto his open wound.

Dazzler laughed. "No, dummy, I'm talking about his preferences… I got Phoenix down pat, but Colossus is somewhat of an… enigma."

"You mean…?" Nightcrawler looked even more confused. "Ecch, do not be absurd. Peter is as normal as you and I."

"Normal?" Dazzler said a little disgusted. "Way to be judgmental, man. I wasn't saying it's bad, I'm just…"

"ANGEL!" Colossus was yelling from up ahead.

Nightcrawler and Dazzler were just walking out of the jungle and noticed that Angel was missing. Colossus was holding his hands up to his lips, calling for the man. Phoenix had floated into the air checking the area from the sky.

"Oh no." Nightcrawler said looking at the jet. "He's not inside the X-Wing?" Nightcrawler was looking at the jet, it seemed to be closed tight.

"Relax, War's probably just went into the bushes to take a..." Alison began to say but was stopped by a yell by Longshot.

"I found something!" Longshot said digging something out of the sound. Phoenix floated back down between Longshot and Colossus, Colossus gave him a big grin, but Phoenix completely ignored the man.

"Phoenix?" Colossus asked, but the man waved him away. Realizing that the teenager was mad about something he looked at Longshot as he bent over to pick the thing he found up. "Don't touch it! It might be another landmine!"

"No." Longshot said pushing a button, knowing what it was before he even saw the screen. "It's some kind of video recorder. Maybe your teammate left you a…"

"The mighty X-Men!" Mojo said , speaking from the screen. "What a wonderful ship you have. I considered blowing it to pieces, but my… problems are not with you." He gave off a little laugh. "All I ask is that you return the condemned to me."

Everyone looked from the monitor to Longshot. "He belongs to me. My subscribers demand their pound of flesh…" The camera panned out of the direct shot on his face and everyone could see what had happened to their missing teammate.

Angel was pinned to the wall, by his feathers, he looked to be knocked out. His head hung limp and his hair covered his face. "But, I'm sure they'd settle for a pound of feathers…" Mojo laughed a ruff deep laugh.

To Be continued.


	14. Issue 59

Ultimate X-Men:

Issue 59

The Most Dangerous Game: Part 4

"Oh, God! Angel!" Colossus said looking over Longshot's shoulder at the picture of the winged mutant. Everyone was hovering around Longshot who was holding the video feed, not really knowing what to say…

"What…" Nightcrawler began, trying to break the silence. "Vhat do we do?" He finally got out.

"You heard what that freak said, Kurt!" Dazzler said pushing Longshot in the back. "We take Lucky here back or War's as good as a cooked pigeon." Everyone looked at Dazzler, even Phoenix who as of this point had very good reason to give Longshot back.

Something still ticked at the back of his mind. Phoenix wished he had better control over his psi powers so he could reach into the mutants mind and pluck out the information he wanted.

"Ali, if we hand over Longshot, they'll kill him!" Colossus said looking at the man then taking a quick look at Phoenix, hoping for some kind of reaction out of him. Phoenix just stared at the man, and then looked away out over the water. Colossus huffed and turned his gaze back to Dazzler.

"Which they would have done anyway if War hadn't risked his neck to come out here…" Dazzler said throwing her hands into the air. "Something he only did because we made him." Colossus turned away from the girl, knowing that she was right. Dazzler took a softer tone to her voice, the first time she had in a very long time. "I'm sorry we can't save 'em both, but it's time to make some hard decisions."

"She's right…" Longshot said walking away from the rest of the group. Everyone looked at him, concern crossing over Colossus's face. "I'm turning myself in."

Colossus looked down at his feet, knowing what he wanted to say, but afraid of what damage he might do, he balled his fist up and decided that he would risk it anyways, if Phoenix had any feelings for him, he would…

"Longshot you can't." Phoenix said. Colossus looked up at the man, but he was looking at Longshot. "Even if you did go back, we have no reason to trust that Mojo really will give us Angel in return." Colossus looked surprised, that was exactly what he was thinking. Was Phoenix reading his mind…?

"What choice do we have, Phoenix?" Longshot asked.

"We storm Mojo's compound!" Colossus slammed a fist into his palm.

"That place is a fortress." Longshot shook his head. "Besides, Mojo would kill our brother the second we breached its perimeter."

"Our brother…?" Dazzler whispered to Phoenix who shrugged.

It was the stuff that Longshot said that gave Phoenix his bad vibes about the other mutant. He sounded a lot like… like, well Phoenix really didn't know, but it sounded familiar.

"Nightcrawler, are you healthy enough to teleport the five of us directly inside?" Colossus turned to the mutant, making sure he would be able to do this.

"I have enough strength for one last jump…" Nightcrawler said standing to his tip-toes, testing his muscles and strength. "But, the odds that we would all survive a blind 'port like that are a million to one.

Longshot laughed out loud and everyone looked at him. "That would be perfect."

* * *

><p>Mainland Genosha:<p>

"Are you sure you're up for this, Jean?" Scott asked stretching out his hands trying to feel everything around him.

'This woman isn't going to admit to murdering Lord Scheele." Jean said floating off the ground, preparing to use her powers. Fire began to erupt around her as she reached within herself and drew upon her mutant gift. "Entering her mind is the only way we're going to find the truth."

"Trust me, girl…" The woman said hissing through chattering teeth. Bobby had started to freeze the woman from the ground all the way to her head. After what Bobby went through the last time he started adding extra layers of ice to make sure the woman couldn't break out this time. "My head is the last place you want to be."

"This is going to take some concentration." Jean smiled as she reached out for the woman frozen in the block of ice. "For starters, let's poke around her brain matter and find out what this witch's real name is."

The woman tried to pull her head back hissing at Jean. "I threw away my human name after I hit puberty. My mutant name is Spiral." Jean ignored the woman as she placed hands on Spiral's head. "Welcome to my world, hope you survive the experience." She said with a sick smile.

* * *

><p>Krakoa:<p>

Angel was hanging on the wall, rolling his head back and forth. He opened his eyes slightly, the light was too bright for him, but he could hear perfectly. The fat man was talking.

"Forgive me, young one." Mojo said in a gruff voice. "I'm not an unjust man you see, but trespassing is a capital offense, and because your so-called friends have apparently chosen to abandon you, you must pay for their sins." Mojo said, almost wheezing at the end of his sentience.

"Please…" Angel said rolling his head back. "Please don't kill me…" Angel felt tears sliding down his checks.

"Shall I have the animal gagged, sir?" Domo asked placing his hands behind his back. No emotion what so ever entering his voice.

"No, Major Domo, let him have the last word. He deserves—" Mojo was cut off as someone yelled. He turned and saw that four of the animal's friends at teleported into the room.

"I…I did it!" Nightcrawler said looking around the room. Shock and aw entering his voice.

"Uh, Kurt?" Dazzler said with a weak voice. "Where's the indestructible member of our raiding party?!" Dazzler asked.

"Colossus!" Phoenix said taking to the air, fire consuming him. "He must have been too heavy for Nightcrawler!"

"Kurt?" Dazzler gasped as the man fell into his arms. His eyes rolled back into his head and he was trying to say something, but he closed his eyes and went limp.

Mojo's eyes went wide and he looked around the room. "What are you waiting for, a bloody commercial break?" Mojo screamed pointing at the four mutants in the center of the room. "Kill them already."

"Ali, you rescue Angel!" Longshot yelled running to a group of men that rushed at him. "I'll draw the flatscans' fire." Longshot threw himself at the men shooting at him, but somehow none of the bullets hit him.

"What the hell's a flatscan?!" Dazzler screamed watching the man run away.

Phoenix's eyes glowed a fire-red as he floated into the air and glared at the men that rushed them from the other side. They froze in place, eyes going wide. "Dazzler, just do what he says!" Phoenix said with a much deeper voice than usual.

Dazzler nodded and placed Nightcrawler up against the wall, she turned around to see Longshot working his magic as he attack the men. All of them seemed to be focused on him or Phoenix. Dazzler was worried about Phoenix, he really was doing anything but freezing men as the approached them, but she noticed that every time he caught one of them their eyes went wide with fear. She turned to look at Longshot, he seemed to be winning. "Longshot!" She yelled as he stopped.

"What?" He asked as a huge hand wrapped around his neck. He lost his confident expression when the fist lifted him up above Mojo's head. He was having trouble breathing and started reaching for the fist at his throat.

"The end!" Mojo said squeezing harder.

"Can't…. can't breathe!" Longshot gasped between Mojo's grip.

"Usually, I prefer to be a little more hands-off with my productions, but this kind of program is all about evolution." Mojo said with a smile. He lowered the man and shook him a little. "Anything can happen, so a good producer is always ready to adapt." Mojo said with a laugh.

"Where's your good fortune now, you murdering son of a –" Mojo was cut off as a huge burst of light blinded him. He yelled as he lost his grip on the man and tried to close his eyes.

"Touch me… save me!…" Dazzler was singing, sucking in the sounds to produce her light balls and beams.

"I'm in show business, you pathetic tramp!" Mojo said quickly adjusting to the light and looking at the woman. "Do you honestly thing a few bright lights scare me?"

"They should…" Dazzler said with a sneer. "Especially when they weigh about a hundred pounds each!" She sent some of the balls of energy into the air, hitting the lighting equipment that was hanging there.

"What?" Mojo said looking up as he heard something snap above his head. He had no time to react as he watched the light fixture fall to him. He barely had time to yell as the thing crashed into him, knocking him to the floor.

"You all right, Lightshot?" Dazzler said rushing for to the man. Both turned to look at Phoenix. He finally had eight men under his control; all of them looked like they were on death's door step.

"Ali, forget about me! You were supposed to be rescuing—"

"Enough!" A man yelled from the other side of the room. "Drop them fire dude or I gut him." Everyone turned to look at the source of the voice. Phoenix took a moment out of his time and glanced back, dropping everyone he was holding and himself to the ground he feel to his knees.

"War!" Dazzler screamed.

"Too much…" Phoenix whispered.

"You have no idea what you've interfered with, child." Domo said pointed the sword to Angel's stomach. "Mojo was doing you people a favor by hunting Longshot like a dog."

"Excuse me?" Dazzler said taking a step forward, but stopping as the man glared at her and pointed sharply at Angel with the sword.

"Whether or not they admit it, all humans despise your kind." Domo said, sneering at the group of mutants. "Mojo's show gives ordinary people a healthy outlet to vicariously live out their darkest fantasies…against mutants who actually deserve death!"

"Pathetic…" Phoenix said slowly rising to his feet. The man looked at him, eyes going wide with anger. "You have no right…" Phoenix said raising his hand looking at the man with murder in his eyes. "No one has the right to exploit the death of others."

"Enough!" Longshot yelled bringing everyone's attention to the man. "Drop the blade before I put your boss on permanent hiatus." Longshot had placed a foot on the man's neck, ready to place all his weight on it.

"You may be good with gambling, Mr. Centino, but you stink at bluffing." Domo said pointing a hand at Longshot who just seemed to shift his weight, making Mojo grunt in pain.

"Yo, P-Bird…" Dazzler said sneaking as close as she dared to the man. "Can't you work your psychic touch?"

Phoenix shook his head. "Whatever I did to those men zapped me of most of my strength." Phoenix looked at the girl. "It took the rest of what I had to stand up with my little tantrum."

"The cameras are off now!" Longshot shouted at the man. "No more need for me to play the part of the compassionate wrongly convicted sap. I murdered a man, remember?"

Domo clenched the sword he was holding, suddenly losing his confidents. "And I would be thrilled to do it again." Longshot said with a deep, dark voice.

"All right, all right!" Domo said dropping the sword and placing his hands out in front of him. "Just… just don't hurt him!"

Domo started walking towards Longshot and Mojo, placing his hands in front of him as he slowly made his way. "He's… he's not an evil man. He was just trying to…"

Longshot punched the man so hard in the face as soon as he was within distance silenced the talking human. "How does it feel, you genetic throwback?" Longshot screamed as he picked up the man and punched him again. "How does it feel to be treated like subhuman scum?"

"Longshot, it's a enough!" Dazzler said running up to the man, trying to stop him from punching the man to death. "You can drop your crazy bigot character already. Let's get Angel down from—" Dazzler stopped as she felt a rumble through the room.

"What is that…" She trailed off looking around. Longshot stopped as the rumbling got closer and closer.

"The Tin Man as arrived." Phoenix said with a smile as Colossus burst through one of the walls at full charge, yelling with rage.

"Alex! Are you all right?" He asked running over to the man and looking back and forth looking for an enemy. " Nightcrawler must not have been strong enough to carry me, so I fought my way inside as fast as I—"

"Relax Tin-Man." Dazzler said waving a hand at him. "Longshot here saved the day with his mutant acting chops." Dazzler pointed at Longshot who had finally dropped the human to the ground. "He convinced these tools he was a stone-cold killer, had 'em quaking in their boots."

Phoenix took a look at Longshot who started walking up to them. Phoenix couldn't fully read minds yet, but he knew something was off about Longshot. He felt that Longshot wasn't lying when he said he murdered the man.

"I'm… I'm just glad I could help." He said shrugging.

* * *

><p>Jean was stepping further into the memory of Spiral when she saw what the two people she was staring at were looking behind her in horror.<p>

Longshot.

Jean still couldn't believe everything that Spiral had showed her. Lord Scheele and Spiral were lovers.

"What is this?" Longshot said with a dark expression, bring Jean back from her thoughts.

"Yeah, I was just about to ask the same thing…" Jean said stepping to the side of the doorway, knowing that it didn't matter where she stood, but it just made sense to her.

"Quiet, Jean. This is the moment." Spiral said.

"Longshot!" Memory Spiral yelled pushing herself away from the man. "I… I thought you were meeting with the resistance tonight. I—"

"Is that a human?" Longshot asked reaching for something placed behind his belt.

"Longshot, listen to me." Spiral started to plead. "Joseph here isn't like the others." She pointed one of her hands at the man sitting next to her. "He believes in our cause! He…"

"You're cheating on me with a flatscan?" Longshot screamed. The man sitting next to Spiral quickly got to his feet and made his way to the door but was stopped by Longshot.

"Please!" The man yelled, throwing a hand up to his face. "I… I have a family…"

"MONSTER!" Longshot yelled as he leaped for the human, screaming with rage, plunging a knife into his heart.

"No!" Spiral yelled trying to reach for the man, which one she didn't know, but just reach one of them.

"What did you make me do Spiral?" Longshot said turning around to face her. The knife he held covered with blood and dripping down his hands. "What did you…"

Spiral screamed with rage as she leaped for him. A purple ball of energy surrounding her hand as she plunged into Longshot's head and then everything went dark.

"Ahh! Jean yelled grabbing her head and fell out of the memory.

"Jean!" Kitty yelled running to her side. "What happened? What did you see?"

Jean shook her head, looking disappointed. "Let her go, Iceman. Spiral didn't kill anyone… a man named Longshot did."

"The guy we came here to clear?" Bobby asked, cutting off his mutant power. "He really did do it?"

"Just before Spiral knocked him unconscious in self-defense. I'm mind-linking and downloading all the gory details for you guys now." Jean said placing a hand to her temple.

"I still don't get it, Jean." Scott said placing a hand on his hip and holding out the other, palm up. "If she's really only guilty of infidelity, why drag those two all the way out here instead of just calling the police?"

"What do you think the Genoshan authorities would have done to me if they'd found a dead member of Parliament in my apartment, Mr. Summers?" Spiral asked looking at the man. "Shy of killing Longshot myself, I did what I had to do to make sure justice would be served… and then I bought the first ticket out of this hellhole."

"But why attack us?" Kitty asked, more curious then angry.

"I just wanted you to go home." Spiral said shrugging. "I couldn't risk you uncovering the truth and exposing Scheele's… indiscretions to the world."

Everyone looked at the woman, almost with pity… almost. "He wasn't perfect, but I loved him. I didn't want to bring his family any more suffering than I already had."

"We're not here to drag anyone's name through the mud, Spiral" Jean said placing a hand on her shoulder. "But if this was a crime of passion and not cold-blooded assassination, we might be able to get Longshot's sentence commuted to manslaughter."

"No." Spiral said shaking her head. "My country makes no distinction between the two, and neither do I." She said with disgust in her voice. "You saw the look in his eyes when he killed that man, didn't you?" Jean looked at the woman and then turned away, knowing what the woman was talking about. "Longshot deserves whatever these barbarians do to him. With any luck he's already dead."

* * *

><p>Phoenix took one last look at the burning building up on the cliff. He wished he had enough strength to level the place, but he was pretty tapped out. He was in front of Colossus while Nightcrawler, Dazzler, and Longshot were in front. He still didn't trust the man, but what else could he do. He had no proof, but the simple thought in his head.<p>

"Are you sure we can't convince you to come to Xavier's with us?" Colossus asked sounding hopeful. He was caring an unconscious Angel and looked more bothered by the fact that Longshot didn't want to join then his teammate was barely breathing. "It would be a shame for Warren not to be able to meet his very own guardian angel when he wakes up."

"Easy, Tin Man." Phoenix said stopping on the pier that they had reached. Colossus looked down at the man a little confused.

"What…" He began.

"Thank you, Colossus." Longshot said, stopping Colossus from asking his question. "But I don't belong with the X-Men." He looked at the boat that he decided he was going to steal. It looked like his luck was working in over drive tonight. "I'm not a hero, I'm a…"

He jumped into the boat and looked up at the group watching him. "I'm a venture. And one man's luck sometimes means another's misfortune, so it's probably safer for you folks if I try my chances out there alone."

"Well, if you ever need sanctuary, you'll always have a home with us." Colossus emphasized the word us, looking at Phoenix. Colossus wanted the man to understand that this was bigger than two people.

"We are going to get in so much trouble for this, are't ve?" Nightcrawler asked as he waved at the man, who was now sailing his boat out to sea.

"Are you kidding, porter? We just freed an innocent man from death row!" Dazzler said feeling very good of herself. "The Professor's probably gonna give us trophies!"

* * *

><p>Hours later, back at home.<p>

"Unacceptable!" Professor Xavier roared at the five mutants standing in front of his office. "The five of you have violated God knows how many international laws and loosed a convicted murderer upon the world!" Xavier slammed his fist on his huge solid oak desk.

"Sir, there must be some kind of mistake." Peter said placing a hand on his hip and looking at the man in a pleading way. "Longshot saved our lives out there. Maybe this Spiral woman had… I don't know, false memories implanted in her brain."

"Peter… stop it." Alex said knowing the truth of what this meeting was about before he entered the room. Colossus turned to him, no longer having an expression of pleading, but he looked like he had failed, he looked utterly ashamed.

"Sorry, Peter, but Alex is right. The guy was using you." Jean said placing both hands on the desk and kneeling over it. "Killers can be just as charming and attractive as the rest of us."

"Regardless, he has already escaped Cerebro's range of detection, and General Fury believes Longshot may currently be hiding in the Savage Land." Professor Xavier said folding his hands under his chin. "It could take SHIELD months to find him. The four of my students, however will be suspended from active duty for the duration of the semester." The Professor looked at every one of them in turn and then his eyes fell on Alex.

"I will talk with you shortly, but I'm afraid whoever the mastermind of this little operation was has left me no choice but to expel him or her from the Institute." The four mutants who were threaten with this choice all looked down at their feet. No one wanted to give away who said what.

"I sincerely hope you won't force me to read your minds for the answer." Alex was about to step forward, knowing not much could happen to him, but Angel beat him to it.

"It was me, sir."

"Warren?" Professor Xavier asked a little surprised.

"I'm sorry, my gut told me that Longshot was innocent, so I convinced these guys to help me rescue him." Angel said finally looking up from his feet.

"I'm disappointed. "Xavier said leaning back into his chair. "I thought you of all people would know that we may let out instincts inform us, but we always wait for intelligence before acting.

"That said… you have already suffered more than you accomplices, and I suspect the next three months of painful rehabilitation will only add to that." Xavier sighed and looked very tired for the briefest of moments. "You're literally and figuratively grounded for the foreseeable future, Mr. Worthington… but you may remain here with us." He looked at the other four mutants in the room.

"And with that, you are free to leave, My X-Men." All five turned to leave. Outside the office, Dazzler jumped at Warren.

"Alex, if you would hold on for a moment." Alex waited till the others left the room and looked at Xavier, Scott, and Jean.

"You knew what was going to happen all along…" Xavier said wheeling himself away from the table and looking out the window.

Scott and Jean looked surprised at the older mutant for an instant but quickly regained their composer.

"I told you Professor…" Alex said taking a set in the closer chair. "I thought it would have been better for me to go with them than have… well it happened anyways I'm afraid."

"You mean you know this was going to happen?" Jean said looking confused.

"No." Professor Xavier said shaking his head and turning in the chair to look at the three mutants. "Alex got a flash from Alison's mind while we were in the war room. I felt it but Colossus had caught me off guard." Xavier explained what had happened and Jean couldn't believe her ears.

It would have been something that Jean would have done if she wasn't so sure that Alex was against her. She needed to start focusing on the matter at hand instead of trying to find something wrong with Alex.

"It still doesn't solve our problem with Peter."

"Problem?" Cyclops asked.

"Illyana…" Xavier said. "I am trying to research this place and the demon lord that you fought… but I seem to be coming up empty. Are you sure you know nothing about this?" Xavier directed the question to Alex.

"I'm sorry Professor." Alex said standing to his feet. "My I be excused… I'm tired."

Xavier nodded and wished the man a goodnight and with that he left the room.

* * *

><p>"What was that, War?" Dazzler asked smiling up at him. "We let you get nailed to a wall, and you throw yourself under the bus for us? Why?"<p>

"It's doesn't take a psychic to tell that Professor X has been looking for an excuse to get rid of you, Ali." Angel said, shagging his head. "If you'd admitted that this was your idea, he'd have kicked you out of here for sure. And you need this place a hell of a lot more than I do."

Angel tried to say something else but Ali just smiled even more and wrapped her hands around his head, pulling it closer to hers and she kissed him.

"What… where did that come from?" he asked as they broke away from the kiss, Ali breathing deeply.

"I dunno… Bad boys make me hot, I guess." She said with a shrug. Alison grabbed Warren's hand and pulled the teenager down the hall. "Come on, let's go see what else kind of trouble we can get into…" She said with a soft giggle.

Nightcrawler watched the two walk away and laughed, rubbing his chin. "And so we lose another, eh, mein freund?"

"Sorry?" Colossus asked looking down at his blue furred friend.

The two began to walk down the hall towards their separated bedrooms. "Scott has Jean, Warren now has Alison, and I head even Robert and Katzchen have grown closer after Genosha." Nightcrawler pointed at the two in the living room as the passed by it. "You and I are quickly running out of available young women, no?" He stopped and looked up at the man. "Although that Wild Child is something to look at." He laughed as he continued down to his room.

Nightcrawler hadn't noticed that Colossus had stopped walking with him. The feelings that he was feeling were almost impossible to explain… maybe he could just forget about everything. After all after what just happened he didn't really think anyone would be interested in him…

And his sister…

Peter quickly turned around and walked towards the quest quarters and stopped at the door he wanted to enter. He pulled his hand up to knock, but nothing came. He didn't want to be rejected; he didn't want this… fantasy to end.

Peter took a deep breath and knocked.

"Come in…" Alex said from inside.

"I wasn't sure you would be back yet… What did the Professor want?" Peter asked as the big man entered the room and closed the door behind him.

Alex was sitting on the bed and looked at the big man, he smiled up at Peter. Peter took his usual chair while Alex explained what had happened, sans some of the finer details about Alison. Peter rolled the chair closer to the man and smiled at him.

"And…" Peter asked moving as close to the bed as he could in the chair.

"Well, he was disappointed in me, but he understands… the circumstances…"

Peter suddenly stood up and pushed the chair back; Peter took a few steps closer to Alex and he placed a hand under Alex's chin pulling his face up so they could look into each other's eyes. Alex looked up at him, confusion in his eyes.

"Peter?" He asked as Peter pulled Alex up.

"I didn't come to ask about that." He said his breath quickened as he thought about what he was going to do.

"I know that."

"I wanted to do this for a very long time…" Peter said as he brought his lips closer to Alex's. Peter could smell the sweetness of Alex's breath and it made him sigh with the anticipation, he was going to finally do this.

Their lips met in a kiss that would have knocked Peter off his feet if he wasn't prepared for it. This was going to be the best experience of his life. They fell to the bed as the kiss continued.

End.


	15. Issue 60

Sorry this took so long! I swear, lol. I havent had time to do much! (trying to get a 'real' job and all. Going to japan, blah blah blah... right. Well today's issue is a stand alone... but I hope everyone gets what is coming! Now I just have to try and work it all together! YAY me!

Ultimate X-Men:

Issue 60

A Hard Lesson

Professor Charles Xavier wheeled himself into the bank of Westchester. Xavier was dreading this conversion that was going to happen. A man smiled as he held the door up for Xavier and he wheeled past.

Xavier gave a slight smile to the man that was waiting for him in the main room. The man greeted Xavier and began to walk towards his office. Xavier shook his head and followed the man, already knowing how this was going to go. As Xavier neared the man he realized that he had stopped and waited for Xavier to catch up. The man held his door open and watched Xavier wheel himself in. Xavier wheeled himself to the desk and waited for the man to close the door and take his seat.

As soon as the man took his seat Xavier lost his sad expression and began to prepare for business.

"Thank you for stopping in, Mister…" The man paused as he looked at his computer screen. Squinting his eyes he looked a little confused. "Sorry, is it Zay-vyer or Ex-zay-vyer?"

"Professor will do." Xavier said, not wanting to indulge the man in further chit-chat.

"Oh, uh, of course… Professor." The man said, picking up on Xavier's mood. "It's just that I had this one man in here with a wacky – oh… uh… unusual name–"

"Forgive my impatience…" The Professor said, waving the man to silence. "But I have been banking with your institution for nearly twenty years and my family before me and today I discovered that all my assets are frozen."

The man looked a little taken aback, never before had he had anyone so abrupt with him before. Ever since he had transferred to this little bank in an even smaller community, everyone had been so pleasant and nice.

"Mmm, let's see…" The man said turning to his keyboard and typing away. After a moment had passed the man sighed and turned back to face Xavier. "Yes, it seems that your account is currently under investigation." Xavier looked at the man confused for a moment and the man just sat there, not knowing what to say.

"It seems…" The man stole a quick glance back at his computer monitor. "The estate of a Mr. Sebastian Shaw is claiming -."

"The Hellfire Club." The Professor sighed and looked down to the floor. Xavier looked back up at the man and raised his arms in an unsure gesture. "Please, if I could just have access to a small portion of my checking account while I clear this… confusion up. I have a school to run and a student in the hospital." Xavier said, almost looking at the man with a pleading expression.

"I'm sure you do." The man said raising a hand and waggling his fingers. "But I have no control over this. Is there anything else I can help you with today, Mr. Zay-Vyer?" The man said, dropping the title Professor, realizing that he was no longer dealing with a customer.

Xavier sighed and looked at the man. _Without blinking, I could force you to sign over the entirety of your personal savings directly to me, not that that would help me any. _Xavier sighed. Of course he would never do that.

The thought would have never crossed his mind.

"Sir?" The man looked a little confused; Xavier hadn't said anything for quite some time. "Is there anything else I can help you with today?" The man said with a fake smile and a hand to the door behind the Professor.

"No, thank you." Xavier said wheeling away, looking very angry. "Thank you for your time." As Xavier wheeled himself away the lights suddenly shut off causing everyone in the main room to gasp.

"Hey, what happened—" The man began looking around his tiny office and out into the main room.

"Listen up!" Someone shouted from the other end of the building. "We are Syndicate!" Xavier looked at the man who was yelling at everyone. Xavier looked almost surprised at the sight. The man naming himself Syndicate was actually two people, well, one person, two heads. "And every penny in this Podunk hellhole belongs to us now!" It was the head on the right that spoke this time.

* * *

><p>Westchester Hospital:<p>

Alex sat next to the purple skinned girl who had been in a coma for the past three weeks. He couldn't believe the time that had flown by.

Alex felt guilty. It had been almost a week since he had been back to visit Blink. It wasn't that he had forgotten about her, he could never forget about her, it was just that he was so busy.

"… So you see… then Rogue, Charger and Phase left." Alex stopped to listen to the beeping in the room. Nothing had changed. Blink never moved.

The doctors thought that the girl was doing okay, thought that she should be waking up, but had no clue why she wasn't waking up.

Alex thought he knew.

Blink and his team of X-Men traveled through who knows how many years back in time to come here. For what reason they did not know, only the fact that now that they were here, they wanted to stop something.

Something that changed the world.

Alex grabbed onto Blinks warm hand and a tear slid down his cheek. Alex smiled, he couldn't remember the last time that he cried, or even if he had ever cried.

"Then, after that…" Alex paused. "Illyana was lost to us… I don't remember if I told you about her, she's Peter's sister.

"Peter… where do I begin with that?" Alex laughed softly. "I don't know if anyone would understand. I know you would have." Alex smiled at the thought. Everyone in his group assumed that he and Blink were together when in fact was, the two just talked.

They talked about everything.

Alex considered Blink his best friend and he thought that she would think the same. At least he hoped he wasn't leading her on.

"Oh there you are." Peter said as he entered the room. "I just walked by here and I swear you weren't in the room." The man said with a slight bit of confusion on his face.

"Been here the whole time…" Alex said looking at the man just as confused.

"Well, it seems the X-Men were called out." Peter said as he took a seat next to Alex. "Something about some giant robot-thing attacking New Jersey…"

"What?" Alex said getting to his feet. "Should we go and…"

"No." Peter said simply, taking Alex's hand and pulling the man into his lap. Alex smiled as Peter kissed Alex on the mouth. "They can handle it. You can stay here with Blink."

Alex smiled as he looked up at the big man's clear blue eyes. Alex brushed Peter's face and just shook his head.

"I think she's going to get better." Alex said looking at his friend still in a coma.

"Me too." Peter said, agreeing.

* * *

><p>Westchester Bank:<p>

_All law enforcement agents in a fifteen-block radius, you are hearing a report on your radios of an armed robbery in progress at the first Bank of Westchester. _Xavier mind talked to everyone he could reach.

"I aint armed!" The security guard in the bank said holding his hands out in front of him, taking a few steps closer to the mutant. "You can have whatever you want!"

"Excuse me?" A man yelled from the group of people.

"What good are you then?" A woman yelled.

"Everyone, please remain clam!" The man who was talking to Xavier said, walking close to Syndicate. "Our bank is insured with the Federal Government, and all the money is safe. We will cooperate fully with—"

"Shut up!" Syndicate yelled as he slammed his gun into the man's face. The man grunted as he fell to the floor, knocked out from the force.

"No!" Xavier yelled. Xavier narrowed his eyes at the young mutant and mind spoke to him. _I have tolerated enough. You will lay down your guns and stop this at once._

"Who said that?" The right head said to the left.

"Somebody's trying to hack into our co-brain." The left said moving his eyes to look at his other self. "We must have a brainer in here…" They looked around the room and walked to a little boy, no more than thirteen, wearing glasses and looking like he could be a "brainer".

"Is it you, four eyes?" The right head spoke.

"You really think you can control twice the amount of gray matter?" Syndicate said pushing the boy with their gun pointed at his chest.

"We're immune to tricks like that, geek-squad." The right head said.

"Let's see how many holes you're immune too in your head." The hand holding the gun pointed it at the child's face, clicking the revolver.

"Leave the child alone, Syndicate!" Professor Xavier yelled at the mutant, wheeling himself closer to the duo. "I'm responsible. I am a mutant… which I can only assume, just like you."

"Nice try, grandpa." The left head said glaring at Xavier. "But unlike your kind, we know the difference between a mutant and an actual freak." Syndicate kicked Xavier in the side of the wheel chair, pushing it over.

Xavier yelled as his side hit the floor and he rolled away from the chair glaring up at the twin mutants. What could he do? Xavier had never come across a mind that he couldn't control.

Not being able to read a mind was one thing… but not being able to control one during a situation like this was something completely different.

"You know… he does look kinda familiar…" One head said to the other. "I think I've seen him somewhere before."

"How am I supposed to know?" The other head spat back. "All que-balls look the same to me."

"Whatever…" The right head said, sniffing the air. "I smell about nine grand in each of those machin—"

"Attention, inside!" A voice came from outside, loud and clear. "The Westchester P.D. has you completely surrounded! Give up now, and we can end this peacefully!"

* * *

><p>The X-Mansion:<p>

Peter pulled the dark red SL-550 mercedes-benz into the six car garage and opened the door. Alex was right behind him in the passenger seat closing the door behind him. Alex took a quite look around the room before following Peter into the kitchen.

Something felt off.

"Something wrong? Peter asked as he held the door open for Alex and the two entered the kitchen.

Alex looked at the man and narrowed his eyes. Something was definitely off, but he couldn't figure it out.

"Alex?"

"Hmm." Alex said closing his eyes.

Suddenly Alex snapped his eyes open causing Peter to take a step back.

"Nothing. I thought I felt something… someone calling out to me." Alex said taking a seat in the chair at the kitchen table.

Peter looked at Alex trying to figure out if he should say something or just let it go. Instead of saying anything, Peter decided that he would cook something.

Cooking was something he never had time to do when he lived with his family in Russia. Peter was also forced to take odd jobs here and there to support his family and Peter just never had time for anything.

It wasn't till he came to America and joined the X-Men that he found out he was a good cook and somewhat of a good artist… Well, Alex thought he was good and to Peter that was all that counted.

"I'll make us some lunch how does…" Peter pulled himself out of the fridge and looked at Alex as he began to speak.

"I think I remember something…" Suddenly all the lights in the room went out and a dark red-yellow glow emitted from Alex. Peter took a step back as he watched Alex glow brighter and brighter, but at the same time almost look darker and darker.

"The Inferno is coming… everything will burn." Alex was speaking, but it wasn't Alex's voice that Peter was hearing.

This was something that Jean did once…

Fire erupted out of Alex as he continued to speak. "The child will return. The Queen will rise and Darkchilde will reign." Alex stopped and the fire flared one finally time. "It will end. It will ALL end soon."

Just as if nothing had happened Alex looked at Peter and said. "Peter… what's wrong?"

Peter didn't say anything has he still held the head of lettuce and the carton of eggs in his hands.

"Peter?" Alex said looking confused at the young man.

* * *

><p>Westchester Bank:<p>

Xavier watched as Syndicate started to argue with himself. Since the law enforcements had arrived things seemed to be going downhill for the young man… or men.

In fact ever since the law enforcements had arrived Xavier had been mentally commanding everyone to start to do his bidding. If he could not control Syndicate he would control everyone else around him.

A part of him loathed doing this, but a bigger part of him thrilled in it.

It almost excited him.

"Excuse me." Xavier said as he wheeled himself closer to Syndicate. Xavier had to act fast if this was going to work. He couldn't think about anything else if this was going to go the way he wanted it to.

"I was hoping I could buy my freedom from you men." Syndicate looked as Xavier wheeled himself closer to the man. He was holding a back of money in his lap. "I have no desire to die with these humans here."

"Woah, man!" The right head yelled at Xavier. "Get back with the rest of your kind!"

The left head said, turning his body to face the man. "We're not interested in your family jewels, old man."

"No, really." Xavier said as he wheeled himself as close as he possible could. "I insist." Suddenly Xavier threw the bag of money at the two mutant heads. Syndicate, who had turned his entire body at the man, looked at him in surprise. As the bag neared him it exploded in dark purple ink.

"Ahh!" The right head yelled.

"Dye packs! He attacked us!" The left head yelled, trying to scrape the ink off his face.

_Team one, head for the exit! _Xavier mind spoke to a group of people. _Team Two, strike in the following formation and give them some cover… _Attack my puppets… Xavier said to himself.

"That's it!" The left head yelled clutching the gun in his hand and pointing it at Xavier.

"We'll kill you all!" The right head said pointing his gun up as well.

Sara, the red haired woman that Xavier commanded last, ran as fast as she could to the mutant and jumped into the air, foot flying towards one of the guns. She made contact and the gun flew out of the man's hand as she landed on the floor, before the other hand could start shooting.

"Cute." Syndicate sneered as the bullets started flying out of the other gun.

"Sara!" The blond man yelled as he ran up to the mutant. Syndicate had no warning as the man through a punch so hard Syndicate fell back.

"Holy crap…" Sara said looking at Syndicate who rolled on to his back, grunting.

"Well done." Xavier said wheeling closer to the mutant. "Now get outside, both of you." Xavier mentally let go of everyone that he was controlling. He forgot how tiring it was to have control of so many people.

"But what about you?" The blond guy asked, the tone in the man's voice seemed a little off. Xavier smiled to himself as he saw the reaction of someone coming out of a mental control issue.

"I intend to finish this, Kevin." Xavier said looking up at him. "But I can't do that until all of you are out of harm's way." Xavier mentally gave the two young people a mental push and they began to run, not even looking back to see if Xavier was going to be safe.

That was the way that Xavier wanted it.

Xavier turned his full attention back to the fallen mutant and his eyes went wide with surprise as the mutant's fist closed around his neck.

"Give us one reason why we shouldn't snap that neck of yours?" The mutant said lifting Xavier out of his wheel chair.

"Because…" Xavier grunted trying to take a deep breath. "Matthews and Luke… I have the leverage now."

"How… how do you know our real names?" The head on the right said.

"I was right. He's the telepath." Lucas said to his brother.

"My name is Professor Charles Xavier." He said as Lucas and Matthew lowered the man back into his wheelchair. "I'm the leader of a group called the X-Men." Xavier waited for the mutant to register some form of acknowledgment, but nothing came.

"I may not be able to control your mind much like I did everyone else, but I can read it. And I know all about your sister." The two heads tried to look at each other, concern crossing their faces.

"What's your point, Charlie?" The mutant asked the professor.

"So, unless I get what I want, I will order your sister to go to the top floor of her hospital…" Xavier said, neither a hint of concern crossing his voice nor a look of caring. "…and throw herself to her death." The way that the Professor finished his sentence made it sound like it was something he did on a day to day basis.

"You're bluffing." Lucas said snarling. "No one's that evil."

"Or that powerful." Matthew put in pointing at the man.

"Hm…" Xavier said placing a hand to his temple. "Alice's cancer-ridden brain was quite easy to pick out. I can see the young woman in her pale yellow room at Central Bronx Hospital now." Xavier looked at the mutant, waiting for a hint of something. "I've just commanded her to limp to the nearest stairwell…"

Both heads started yelling at the man at once. "Don't! Stop!"

Xavier stopped and looked down at the ground before his feet. He thought about what happened today and didn't know what was worse. He hadn't gotten any of the money needed or the fact that he had no remorse for how he treated everyone.

"Come with me." Xavier said waving at the young mutant as they walked out of the bank. Syndicate's eyes went wide as he saw the scene before him. The cops who had surrounded the building had just finished shooting at something; Syndicate couldn't see.

"What… What is happening here?" He asked, looking down at Xavier. "Who the hell were they shooting at? And why can't they see us?" The mutant asked while waving his hand back and forth near one of the cops.

"I telepathically broadcast an invented scenario of your death into the minds of everyone gathered here." Xavier said wheeling away from the mass of cops staring at the ground. "In time, the events of this day will fade from their memories completely, but first I needed to give them the closure they required."

"Why?" Matthew turned their entire body to look at the man.

"Because the two of you must seek redemption for your actions." Xavier said, coming to a stop and looking up at the man.

"This coming from a man who mentally commanded everyone to fight and then pretty much wiped their minds clean of it?"

"And you can do more good for my cause out here than you can from inside a cell." Xavier finished, ignoring the mutant's comment.

"Your cause?" Lucas asked. "You mean you want us to join the X-Men?"

"No, I want you to complete a mission for me…" Xavier paused to think of the right words he wanted to use. "… a mission in which my X-Men cannot be implicated." Xavier waved the mutant to follow him. "

"The Hellfire Club, an evil origination, is trying to rob my children of the funds they need to… protect mutants and humans all over the globe." The two men entered the parking lot and passed more and more people that did not look at either one of the mutants.

"I want you, Syndicate, to use your particular skills to get my money back from them." Xavier said pulling up to a car in the middle of the parking lot. "But if you take a life in the process, I will not pay for your sister's operation." He stopped in front of the car and wheeled himself to look at the mutant that was following him. "For now, I'll send you to one of the X-Men's safehouses, where you will lay low and await further instructions for your assignment."

"Assignment?" Matthew asked. "What are we now, your students?"

"Of course, Syndicate. You all are…" Xavier said wheeling back towards the car. _ …And the world is my classroom. _Xavier mindspoke to no one but himself.

A sad smile crossing his lips.


	16. Issue 61

Update! Coolness... I wasn't really happy with the way this three part story came out... mainly because I felt that, although great characterization went on, the overall plot was kinda week (in the original Shock and Awe story line). After combining the first annual with Shock and Awe I got the 3 part story line Shock, Awe, and LoveLoss. However I was still not happy with it, but I did like working with my characters Michael, Anna, Rose, and Conner and felt like I added to there story, so I left this 3 part in. I was even toying with the idea of just making this into something of an annual and leaving it out of the main story line all together... but, oh well. I'll leave it like this.

After this three part story, my 4 part story, Magnetic North will come into play. Expect some great surprises (that I hope) people will enjoy as much as I enjoyed re writing it.

Thanks for the read!

**Ultimate X-Men:**

Issue 61

Shock, Awe, and LoveLoss: Part 1

Ororo and Conner were walking outside a bar in the middle of nowhere. Conner pulled his long black leather coat closer around him as the wind blew towards him. He watched the air around him as small flurries of snow blew past. The dark skinned man looked at the woman standing next to him and shook his head.

"How can you stand this cold?" He asked her.

Ororo had taken a few steps away from the young man and was staring at a red motorcycle. She placed her hands in her coat pockets and huffed and huge breath, the snow around her blew out in all directions. Steam raised out of her mouth as she went back, remembering, that faithful day that brought her closer to the X-Men.

"Ororo…" Conner said again as the woman thought about the warmth of the desert around her, the dryness that zapped the moisture from her skin. She was riding on a motorbike almost identical to the one she was looking at right in front of her.

"Ororo!" Conner yelled, but Ororo was lost in memory…

* * *

><p>The sand from the desert whooshed past Ororo as she reached speeds of over 100 mph. Her white hair whipped back and forth behind her as she weaved in and out of the traffic that was around her and the woman following close behind. The woman was on a bike as well, she was right on her heels and trying to overtake Ororo.<p>

"That bike belongs to me, Ororo!" The woman behind Ororo screamed; the woman was so close that she could almost touch the white haired woman.

"It's not your bike, Yuri!" Ororo yelled, taking a quick look behind her. "And technically, it still belongs to whatever rich punk I swiped it from!" Ororo smiled as she passed yet another car, speeding on ahead.

"Girl, I've been looking for a Mugmoni for months!" Yuri yelled pulling up next to Ororo. "Besides, you wouldn't have known how to hotwire that thing if I hadn't taught you how!" She had to scream the last part as Ororo found a sudden burst of speed and sped past the woman.

"And I already paid you for my education, Yuri!" Ororo yelled as she stole a quick glance behind her. "It's about time you stop throwing that in my face, I owe you nothing!" Ororo yelled and looked back, her long white hair whipping around her face. "How much longer am I supposed to give you ninety percent of what the chop shops pay me?" She looked back in front of her and noticed the danger sign. She smiled as she put the pedal to the metal. "It ends now, Yuri!"

"If you don't like it, you can go back to Morocco!"

"I can't!" Ororo yelled.

"Why the hell not?" The woman demanded as she sped up next to the woman just to be out paced, yet again.

"Firstly, I'm from Egypt…" Ororo said, sounding a little disgusted at the woman for not knowing where she was from. Ororo stopped talking when her bike left the pavement of the overpass and soared through the air. Ororo stole another glance behind her as her front tire hit the ground, Yuri was right behind her still.

"Whatever, just leave!" Yuri yelled as she hit the pavement with a thud and spun out her back tire. She quickly regained her speed and fought to catch up.

"To what?" Ororo screamed, tears filling her eyes at the memories. "My family is dead! And if I ever set foot in Cairo again, I will be too!"

Ororo looked to her left and noticed that the woman had finally caught up; Ororo didn't know if it was because she slowed down or Yuri's bike was just faster.

"Please!" Ororo pleaded. "I need this place, Yuri! I need this climate! It… it reminds-"

"I don't care!" Yuri yelled as she tried to kick at the woman. "Look, I let you play your trade out here 'cause you were young and hungry, but you've overstayed your welcome."

Ororo rolled her eyes at the woman and opened her mouth to say something but was stopped.

"No…" Yuri said pulling a chain from behind her seat. "It's too late for speeches." She began to twirl it around her head, planning to throw it at Ororo.

Ororo noticed what the woman was doing and leaned away from her, moving her bike further away from the chain. The chain hit the pavement where Ororo's bike just had been. "What are you doing?" Ororo screamed as she sped up away from the woman.

Yuri didn't say anything as she sped after the woman, eyes alight with fire.

Ororo looked forward as her fear and anger took over. The clear skies ahead of her quickly started during black, not from the setting sun, but from deep black clouds appearing out of nowhere. "Get away from me, Yuri!"

Lightening stuck in the distance and the rain poured down around them. Yuri almost dropped the chain she was holding as she looked up into the sky at the weather that had just appeared.

"Ha! I always knew you were bad luck, Munroe!" Yuri said quickly regaining her senses and pushing her bike to its limits.

Ororo smiled to herself and looked behind her; she noticed that Yuri was having some problems with the water that had piled on the road. "It doesn't have to be like this, Yuri! Please, just pull over before you hurt yourself!" Ororo knew how bad Yuri was riding in the rain and started fearing for her former friend.

"Sorry." Yuri said pulling up beside Ororo, raising the chain she held over her head. "I've let you rain on my parade for way to long. This ends right—" Yuri was cut off as a huge honk echoed in front of her. She looked ahead of her and just barely noticed the dime lights as they sped up to her. She barely had time to scream before the eighteen wheeler slammed right into her.

"Yuri!" Ororo screamed as she skid her bike to a halt in the dirt off the road. She gasped as she raised both hands to cover her mouth. Lightening stuck around her as the sight of the wreck made her want to hurler everything that she had ever eaten.

* * *

><p>Ororo slowly let the memories disappear back where ever she had kept them. She gave off a slight laugh. "Rest in peace…" She said taking another step closer to the bike.<p>

"Ororo, are you okay!" Conner said in a slightly louder voice. Ororo turned her back on the bike and looked at the man that had traveled with her since New York. They had been on the road for two weeks now and they were getting closer and closer to Logan, she knew it. Of course it also helped that Wild Child quickly caught up with him a week ago and left hints of where they were going next.

"I'm fine." She waved at him and she walked back to where Conner was standing, without waiting, Conner walked half way to meet her. "I was just thinking about my past…"

"Really?" He said with interest. "Anything good?"

She smiled up at him as she placed an arm around his arm. "You know, I don't know anything about your past…" She said ignoring his question.

"Girl…" He said with a hint of a laugh. "You know my past is your future."

Ororo laughed. The two had grown closer in the best two weeks and they had shared many secrets about themselves. Ororo had finally found a friend that she could trust complete after Hank had died, and she felt generally happy again.

* * *

><p>Fenris Resort and Casino, Las Vegas, Nevada:<p>

Rouge slowly slide down her tight wire to the center of the vault from the ceiling. She, Charger, and Gambit had been traveling to this place for the past two weeks. They had made it to Las Vegas a week ago, but it had taken another week for the three to get the information they needed.

"Stand by, handsome." Rogue said over her radio. "Ah should be out of here in two shakes." She looked around the room at all the money, but her eyes were only fixed on one small object.

Rogue smiled as her hands went for the shiny pink crystal and she picked it up looking at it. She shook her head as she placed it in a pocket and tugged on the rope. A moment later it slowly started to be pulled up, out of the room. When Rogue finally hit the ceiling she quickly moved her hips to jump into the hole she and Charge had made.

Rogue held out her hand and Charger took it, pulling the woman the rest of the way in. Rogue smiled at her good friend. She thought about the past few weeks that she had been away from the X-Men; Charger had really made it a lot easier. And together they started to figure out Rogue's absorption powers.

Charger still couldn't understand why Rogue was having such a hard time at controlling her powers, but she started to think it might all be mental, or the fact that her mutation just doesn't give her control over her own powers, which scared Charger to no ends. She didn't want to be the person that had to tell Rogue that there was just no hope.

A few days after they had reached Las Vegas, Phase had come charging in, trying to save Charger from anything that might have taken her away from him. He dragged her outside the hotel room the three had booked and they talked. Rogue smiled at the memory as she remembered watching the two through the window. Luckily the curtains were drawn and she could only see the shadows.

The big man had raised his hands up in the air, his big booming voice echoing everywhere. Anna had placed a hand on his huge chest and he had calmed down, just for her to say something, making him go back to shouting again. Phase started pacing back and forth and about twenty minutes later both walked in; Anna announcing that Michael would be traveling with them.

"Still can't believe you're inside a vault with all that money, and all you want is some hoodoo trinket?" Gambit said over the radio; he and Phase were in a control room looking at computer monitors. The two women began to inch their way through the air ducks just smiling at the man's voice.

"No need to be greedy, Gambit." Rogue said. "I'm sure those Fantastic Four kids dropping their space shuttle on the strip a few months back has hurt Fenris' Vegas earnings enough already."

"Besides…" Phase's voice had spoken over the radio this time, he phased his arm through one of the computer terminals and the screens above it went blank. "I have already taken… care of the machinery in this resort."

"Phase… you didn't." Charger said with mock surprise.

"All Ah care about is this magic Gem of Cyttorak thing." Rouge said over the three talking.

"Rouge, take it from a former street performer, it don't matter if it's David Blaine or Doctor Strange, "magic" ain't nothin' but smoke and mirrors"

"Maybe," Rogue said. "But according to that flunky whose memory Ah absorbed back in Dallas, our former employers bought this sparkly from an Irish arms dealer named Black Tom Cassidy…"

"I still think that name sounds familiar…" Charger said.

"It does ring a bell, Anna, but I don't think it's too important to mention now…" Phase responded.

"Group, these people got holdings in every country on the planet. No matter how many jobs we pull, we'll never be able to dismantle their whole empire." Gambit said looking at another group of screen's, watching the people in the Casino gamble and have a good time. "You sure you want your life to be a never-ending string of heists?"

"Absolutely…" Rogue said, but not over the radio that she had been using. The girl jumped through the hole they made in the control room. Rogue landed into Gambit's arms and he smiled down at her. Phase walked over to the hole and held a hand out for Charger; she gladly took it and jumped out of the hole to land on her feet. "… long as you're at my side, Prince of Thieves."

"It's just, sometimes I feel guilty 'bout stealing you away from the X-Men, you know." Gambit said. Phase looked at the two and then looked at Charger.

"Speaking of which, when will we be heading back to our team?" Phase wasn't really talking to Rouge, but the question could apply to her as well.

Charger shook her head, "We will go back when Rogue is ready. I told you I am staying with her." Rogue smiled at her good friend and nodded. Gambit placed a hand on the woman's shoulder and squeezed, slightly.

"Remy, those kids are a lot of things, but they ain't men." Rouge said not looking at the man, but at Phase and Charger. Rouge turned away from Phase and Charger and looked into the man's red eyes. "I want to learn to be real X-Men." She said taking a quick glance at the two future X-Men and then sighed, placing the crystal she had just stolen into Remy's hands.

"We should get going." Phase said as he phased his arm through the rest of the computer terminals and the screens surrounding them all went blank. Everyone nodded at him as the quickly exited the room.

Not twenty minutes later the four were walking through the casino; Rogue walking with her arms around Gambit and Anna walking with her arms through Michael's. They looked like a regular group of people out on a double date.

"Wish I could be there to see the look of their faces when Andrea and Andreas watch the tape of us walking out the front door with their family jewels." Gambit said with a laugh. The others were smiling and looking around as well, they all felt like they had done a good job today; almost Robin Hood like. "We should stick around and win a few hands of blackjack just to rub it in."

"Ah don't think so. No offense, but my family's had nothing but trouble when it comes to the game of chance." Rogue said.

"I don't know…" Anna said. "My mother had a ton of luck and seemed to pass it down to me." She looked at Phase and Rogue. "Besides, I would like to play, this Blackjack… Gambit has been talking about it for a week now."

The others laughed, but Rouge's was the quickest to fade away as she looked down at her feet, Gambit leading her to the exit. "Your father a gambling man?" He asked her quietly.

"He was, up until he lost the house. That's when Ah ran away the first time."

"I'm sorry, Marion." Anna said leaning over Michael's huge frame and smiling at the woman.

Rogue shook her head, "You couldn't have known…"

"We can visit them if you want, you know?" Gambit said.

"Yes, that would be a wonderful idea…" Michael said as the four stepped up to the doors that exited the building.

"Thanks guys, but yall are the only family that matters to me anymore." She smiled at them and turned to Gambit. "Finding you was the luckiest day of my life."

"Well, ain't that adorable…" A deep voice cued as the four stepped out of the building. At once the four of them looked up to see a huge man standing in front of him. Rouge gasped and took a step back, but Gambit held on to the woman.

Anna looked up at the man and almost gasped, but held her breath. The man in front of her was huge, much bigger than Michael and she thought Michael was the biggest man she had ever seen. Whereas Michael's arms were as big as two men, this man's arms were as big as two of Michael's.

"Long time not see, kid." His voice came out deep and dark. It almost shook Anna to the core.

"Cain!" Rogue said in surprise.

* * *

><p>"Wanna go for a spin?" A man said as he stepped out of the bar that Conner and Ororo were standing outside of.<p>

"Excuse me?" Conner said, stepping in front of Ororo.

"I was speaking to the darlin', darling." He sneered and then spit to the ground. "If I'm not completely spent when I'm done with her, I might play around with ya…" He said placing a hand in his pocket and taking a few steps closer to the duo.

"Nah, just checking out your bike." Ororo said placing a hand on Conner's arm. She was used to men like him; she planned to humor him until she found what she needed. "She brings back a lot of memories.

"You ride?" He asked sounding like he found his play things for the night.

"Not much anymore..."

"Come on, Ororo. Let's check the bar and get out of here." Conner said, not worried, but wanting to leave just the same.

"Tourist, huh?" The man said taking a few steps closer to the two. "Something tells me you ain't here for cheap prescriptions."

"No, we are looking for a man." Conner said, talking over Ororo.

"Something for… fun or somebody who owes you money?" He asked looking at both of them.

"Just a… a friend." Ororo said looking at her feet. "Stocky little dude named Logan, he might be with a young girl that looks like him. He disappeared a few weeks ago and I—"

Someone screamed from inside the bar as a crashing sound came from the same direction. The man looked back in surprise and gapped.

"Never mind." Ororo said.

"We found him." Conner agreed.

* * *

><p>Inside the building Logan was holding a man up by his shirt neck. "I can smell his blood all over you, bub." Logan said, growling.<p>

"Logan, I think this was a bad idea…" Rose said, glaring at the men starting to surround the pair. Rose had her back to Logan, trying to "watch" his back. The girl was wearing more cloths then him, a thick black leather jacket and a thick black shirt. She thought she was just as tough as Logan, but he didn't want to admit he was cold.

Logan ignored the girl as he pulled the man closer to his face. "Now, tell me which of these animals helped you kill that kid last night, or I mount your severed head over my mantle."

"Kid?" The man who was being held by Logan yelped. "We shot a monster, a… a sasquatch!"

Logan growled as he pulled up his other fist to hold the man tighter. "He was a mutant, you dumb pile of trash!" Logan yelled. "A sixteen-year-old boy!"

Logan didn't even flinch when he heard the click of the gun behind him. "Logan, we are starting to have issues." Rose said holding out her fist, a man under her foot.

Logan turned around to look at her and sniffed, her eyes narrowed as she looked past him. He quickly turned his head to see that another man had walked up to him with a shot gun pointed at his head.

"Then we put him out of his misery!" The man said, cocking the gun. "Don't make us do the same to you." He said as he took aim.

"Drop it Elmer Fudd." Ororo said from the door way.

"Who?" Conner said standing next to the woman looking at the man and then back at Ororo. "Ororo, do you know this clown."

Ororo stopped and looked at Conner for a moment. "No… Elmer Fudd… you know from the cartoon…" Ororo paused and just stared at the man. "Never mind." She quickly turned her attention back to the group at larger. "Trust me, bullets only make him grumpy."

"Get outta here, lady." The man with the gun said now pointing it at Ororo and Conner.

"'Ro?" Wolverine said slowly turning his head to look at the direction of the voice. He hurled the man he was holding at a group of other men and popped his claws from his hands. "I thought I told you to stay put!"

When the man that Logan threw landed into the group of men, the gun holding bartender shot the shotgun.

Time seemed to slow as Logan turned his attention at Ororo and Conner. "No!" He gasped as he tried to jump to the girl.

"Conner!" Rose groaned as he jumped away from a man trying to take advantage of the distraction.

The bullet stopped inches away from Ororo's wide eyes. She quickly looked around to see what had happened and she saw that Conner was holding out a hand, breathing hard.

"Conner?" She asked as the bullets fell to the ground with Conner's hand.

"It's harder than it looks…" Conner said.

"How did you…" Ororo began but had to stop when a body flew past her and she fell into Conner.

Rose popped her bone claws from her hands and lunged at three men that went for her. She quickly punched one in the face, retracting her claws not to hurt the man and then popping them out again to slash at the other two. They yelled as the fronts of their shirts were sliced opened, droplets of blood starting to blossom around the cuts.

Logan kicked a man that was running towards him and then punched another guy as he turned to look at the two mutants in the doorway. "Beat it, before I—"

Getting back to her feet Ororo gasped. "Logan! Look out!" She said over him as the man behind Logan brought down a wooden chair over Logan's head. The chair shattered as Logan turned his head, looking annoyed, but not hurt.

"Don't kill them!" Ororo said as she was pushed back from a mass of men that went to charge the two mutants fighting.

"Why, you got yourself a better idea?" Wolverine asked as three men jumped on top of him. Without a moment's pause Wolverine pushed all three men off of him and they went flying in different directions.

"Well, I'd drop some grapefruit-sized hail on em' or something, but there's not much weather in here to play with!"

"Then let's open a window." Logan said as he lifted the man above his head and threw him through the closest window. The man yelled as he flew through the glass and a burst of cold air blew through the newly opened window.

To be Continued.


	17. Issue 62

So, like I said before I had written this as an annual but decided to split it up into issues... (At least i think i said that, ^_^) That's why these will be coming faster to you. (I plan to have part 3 up on Thursday) after I make some changes that came to me thanks to MarvelMaster616! (Thanks!) The action picks up a bit in this issue for a very nice (and explosive) ending.

Also, I would like to apologize for my horrible grammar, while re-reading these I edit as much as possible, but my grammar is not the best, and I don't have an editor!

Anyways... on with the show!

Ultimate X-Men:

Issue 62

Shock, Awe, and LoveLoss: Part 2

Juggernaut stood almost two heads over Michael and looked down on all four mutants. Juggernaut laughed as he made his chest muscles bounce.

"What the hell is Fenris?" Juggernaut asked his voice rumbling from deep within his chest.

"Wait, you know this thing, Marian?" Gambit asked looking over at the girl. She looked scared and worried; Gambit really didn't know how to react to this.

"I think you should leave." Anna said taking a protective stance next to Marian. Michael didn't say a word as he stood back and watched the scene play out.

"Marian and I used to be partners, punk." Juggernaut said ignoring the woman and pushing her aside to stand in front of Gambit and Rogue. "Until she stabbed the Brotherhood in the back and hooked up with Xavier's lot."

"Ain't running with the X-Men no more." Rogue said flinching back from the huge man.

"Yeah…" Gambit said reaching for some cards from behind his back pocket. The cards began to glow a dark pink as he pulled them out. Michael caught wind of what was going on and began to "phase," that is, turn from a solid mass to an intangible one. "… We're done runnin'." Gambit said as he threw the cards at Juggernaut, pulling Rouge back. Phase pulled Anna back in the same direction with his solid arm and as soon as she was out of harm's way, he phased the rest of the way.

The cards hit the big man and exploded on impacted, but he didn't even flinch. "Wow…" He said reaching for Gambit and grabbing him by the shirt. "That's gotta be about the dumbest power I've ever seen." Juggernaut said pulling the man closer to him.

Phase didn't waste any time and reacted as soon as he realized what was happening to Gambit. He ran through Juggernaut, surprising him. The hulk of a man dropped Gambit to the ground. As Juggernaut turned to look at the man who had run through him he realized too late at what happened. Phase had phased back to his normal mass and had turned into a metal form, sending a huge fist towards Juggernaut's head.

Juggernaut grunted at the hit, surprised that he actually felt it. Phase phased through Juggernaut again and punched as hard as he could, Juggernaut feeling this one as well. It wasn't like it was hurting him, it was more like a fly buzzing around his head, more annoying than a threat, but still annoying.

After a few rounds of this, Juggernaut reached out and grabbed the solid part of Phase's fist who gasped with shock. Without a second thought Juggernaut hurled the man into Gambit as he was getting to his feet. Both went flying into the air, Gambit yelling as both he and Phase flew into a billboard on top of one of the big buildings across the street.

"Michael!" Anna yelled as she bent over and picked up some of the debris that had been knocked towards her. Without thought she began to charge the object in much the same way that Gambit charged his cards.

"Stop it, Cain!" Rouge yelled taking an attack stance in front of the man.

Juggernaut just smiled as he walked up to the two women. Charger quickly got in the way of the two, trying to protect her friend getting ready to through the rock she had picked up, but Juggernaut grabbed ahold of the woman's wrist and she dropped the rock, a small explosion going off at their feet. He then simply pushed Anna out of the way. "No more smash-and-grabs with your old pal Juggernaut?"

Rouge gasped as the man picked her up with one big hand and held her up to his face. He didn't squeeze her hard, but she could feel the man holding back. "How did you find me?" She spat at him.

"Busted my old helmet out of storage." He said with a ruff laugh. "This thing lets me track anybody who has ever branded by those dirtbags in Weapon X… or have you forgotten what the humans did to us?" He said pulling Rouge closer to his face.

"Leave now." Rouge said, eyes going narrow as she looked into his helmet. "Ah don't want to have to hurt you."

"Hurt me?" Juggernaut laughed harder than he had laughed in a very long time. "Girl, the only mutant mojo you got is what you're able to sap, and as long as you have those fine gloves on you ain't gettin' any of mine." He said, holding the small girl out at arm's length.

Charger slowly got to her feet, shaking her head. The man had pushed her hard to the ground, almost knocking her out, she still felt kind of dizzy. As she shook her head and the lights slowly started to dim around her, her normal vision slowly came back.

She saw the man talking to Rouge, holding her out at arm's length. Charger knew what she had to do, she saw Rogue taking off one of her shoes and she charged at the man. Her hands touched the skin of the big man at the same time that Rouge's foot touched his side.

Juggernaut screamed as he felt his powers being drained from him. He dropped Rouge who was waiting for this moment and hit the ground with her feet. She stood up, straight and powerful. The power she felt! The power she could control! She smiled as the man stood to his feet.

Charger was behind him and was pushed back from the man falling backwards. She stood up and felt the strength flow through her; it was almost as powerful as… She stopped, smiling, this could be fun.

"Huh…" Juggernaut said looking down at the woman. "Take as much as you want, Rouge. You can't stop the unstoppable!" He said pulling his arm back, preparing to punch the woman.

Rouge smiled as the man punched her. Her face moved with the punch, but the rest of her body hadn't moved an inch. She slowly turned her head and her smile deepened. "An now… We know the feelin'." She said and Juggernaut's smile faded as he turned to see that Charger was looking at him with the same smile on her face

"Oh crap…" Juggernaut said with a groan.

* * *

><p>As soon as the window crashed opened Storm felt the cold air swirl around her and she smiled. Her eyes glowed white as she felt for the wind around her and outside. Without a thought she summoned them to her aid, bringing wind so cold from outside the tables inside started to freeze.<p>

"Thanks." She said as she smiled and snow swirled around her.

"Whatever." Logan said punching someone in the face as they tried to run away from him.

"Quite." Ororo said as she held out her hand and summoned a powerful whoosh of wind towards the group of men. Logan and Rose threw themselves down to the ground, grabbing on to anything that didn't look like it could move in the 100+ wind force.

The wind stopped suddenly and Logan looked around. He quickly got to his feet and pulled Anna up next to him.

"You're getting good." Conner said smiling down at the woman.

"Felt like an F-4…" Logan said running a hand through his hair and dusting out the snow.

"Come on, I hear sirens headed this way." Rose said, sliding her claws back into her hands.

"I know." Logan said sniffing the air and sliding his claws back into his hands. "I called the Mounties fifteen minutes ago."

"When…" Rose asked turning her head to stare at the man.

"Doesn't matter, kid." Logan said as he turned to walk out the door. Storm and Tempest were right behind him and Rose took a quick look around before joining them.

"So you weren't going to kill those guys?" Ororo asked as she trailed behind the small compact man.

"Hadn't decided yet." He said gruffly. "Either way, someone was gonna have to clean up my mess." He looked at the Ororo and noticed that she had ripped part of her shirt and started walking towards one of the king cab trucks parked by the building.

"Besides, I knew you were on my trail… Rose is good and all, but she ain't me… yet." Logan said as the snow stopped falling around them.  
>Rose stopped in her tracks. "You knew I was keeping tabs with them?"<p>

"Like I said, you ain't as good as me… yet."

Logan smiled to himself as he watched Anna and Conner embrace and almost felt slightly sad at the sight. "You guys jetstream outta here. I'll deal with the law."

"That's not gonna end well." Ororo said bluntly.

Conner smiled down at Rose as they separated from their embrace. "It looks like Ororo hasn't lost her sense of humor." Rose said smiling at the woman.

"I would be careful…" Conner said smiling. "She is still a little peeved that you left us high and dry a week ago."

"Anyways…" Logan said putting his hands in his pockets, looking at the kids around him. "I have no choice. Looks like the biker I hitched in here with already took off." He said looking around the parking lot.

"If I could only get a better control of my magnetic powers." Conner said looking up into the sky. He hadn't been able to control them since he had… acquired them and it burned him to no ends. In his time there was no one that could help me control the powers and the few times that he did try and use them it ended in disaster.

"You seemed to do rather well with them in there kid." Logan said.

"I was just as surprised as anyone else." Conner said, looking down at his feet in the snow. "It comes and goes…"

Ororo half paid attention as she punched her cloth covered fist through the window of the king cab.

"Ororo!" Conner said as he watched the woman open the door to the truck.

"There's no problem you can't punch your way out of." Ororo said turning to Logan, saying one of his most common sayings and smiling. "Isn't that what you always say?"

"Come on!" She said as she hit the lock key to the truck and the back seats clicked, unlocking the doors. Rose and Conner quickly jumped into the back seat and closed the doors behind them. Logan sat in the passenger seat and watched the woman jump into the car and start pulling the wires out from under the steering wheel.

"Besides, this is the hunters' truck, right? I figure the cops would just impound it anyway…" She said clicking some of the wires together.

"Since when do you know how to boost cars?" Logan asked closing the door behind him.

"I think the better question would be how did she think it would be fine stealing the car…" Conner asked under his breath.

Ignoring the man in the back seat she looked at Logan and clicked the wires again, the engine coming to life with a roar. "I think I was eleven… didn't really keep track of time."

She put the truck in gear and they roared down the road. She looked in the rear view mirror and noticed that Rose and Conner were holding hands on the seat between them, looking out the side windows. She almost felt a slight annoyance at the fact that they were trying to hide their feelings whenever she was around Logan, but at the same time she wanted to thank them.

Logan looked at the woman and huffed, she smiled at the man, "What, did you think you were the only X-Man with a past?"

* * *

><p>As the truck sped down the road, the foursome didn't realize that they were being watched. "Central, I've finally reacquired our target." A rough female voice said.<p>

"Requesting permission to engage." She said again as she saw the truck moving towards the woman.

"Negative, maintain you position." A voice said back to her over the mic she had in her ear. "The rest of us will be at your twenty any minute now. Wolverine is not to be approached alone, understood?"

"Sorry, Doc." The woman said pushing her ear piece, watching the car's lights get bigger as they neared her. "You're breaking up… Deathstrike out." She said with a smile as she took the ear piece out of her ear and crushed it in her hand.

* * *

><p>Rouge smiled as she threw a punch so hard that Juggernaut heard something crack in his mouth. He flew back waiting for himself to hit the ground but something stopped him. He looked around as he saw Charger holding on to him and she twisted her arms sending him flying across the street.<p>

He crashed into the building on the other side and shook his head, laughing. "Ouch…" He said starting to stand up, building ruble falling off of him. The people around him gasped and stared. "What are you staring at?" He growled. "Run! All of you!" He yelled at the group of people staring at him. "Clear out before I…" The people around him started screaming and running in all different directions. "Look at 'em, bringin their children to this hellhole." Juggernaut yelled at Rouge and Charger. "Are you honestly telling me you sympathize with these animals now?"

"Its mutants like you who made my future the hellhole it is…" Charger yelled running towards the man. He moved faster than her and grabbed her by the neck. She gasped for air as he lifted her up and threw her back towards Rouge.

"I can't believe you are still taking orders from Magneto" Rogue said, helping Charger back to her feet. "Is he the one who sent you to kill me?"

"Kill you?" Juggernaut said walking up towards the two women. Charger stepped in front of the man to punch him, but he back handed her away. He knew how Rouge's powers worked and also knew how long they lasted. If this mutant girl had the same powers as her, then maybe they worked the same, and they didn't last very long, if the touch wasn't very long.

Charger flew back, her super strength ebbing away. She knew she hadn't touched him very long, but she thought it would have been long enough to do what she needed to do. Clearly she was wrong. She still had enough strength in her for the back hand not to hurt and the flying into the building on the other side of the street, but she was no longer unstoppable.

"Rouge, I love you." Cain said reaching for the woman.

Rogue screamed as he grabbed her hand, her powers automatically kicking into high gear. "We belong together, girl. Look into my heart." He said as he pulled her close.

She closed her eyes as all the memories of the two flowed back into her. Her eyes tear up as she was forced to remember things about Weapon X that she never wanted to remember.

"You were the brains, I was the brawn. We were the perfect team. Hell, sharing a prison cell with you was the only time in my life I ever felt like a free man." He was very fond of that memory, Rouge just wanted to be sick.

"Aww, don't pass out on me now!" Cain said, laughing. "Why take just a piece of me when I can share the whole pie?

"Drop her!" Gambit yelled from behind them. Cain turned around and saw that Gambit and Phase were standing next to each other. "Please. She's just a girl, mon ami."

Phase ran off to go check on Charger, who had just started getting to her feet. "You keep dumping everything you got into her, she'll pop." Phase heard Gambit yell at the big man.

"What do you know?" Cain dropped the woman and turned to face Gambit.

"Enough not to force Rogue to be something she ain't."

"Please." Cain huffed a huge amount of air out of his lungs. "Only reason she's with you is 'cause you remind her of her daddy." He took a few steps closer to Gambit who pulled something out of his pocket.

"No." Gambit held the crystal he had stolen earlier up to his face, charging it with super energy. Gambit let the crystal fly and it smacked the man in the eye slits of his helmet. An explosion of pink energy erupted from Cain's helmet, enclosing both mutants in pink energy.

* * *

><p>The four mutants in the truck were speeding as fast as they could through the snow. Storm looked over at Logan and then turned her head back to the road ahead of her. "So this is why you left the X-Men?" She was referring to the snow and cold they were speeding past. "So you could wander the countryside like Shane, righting wrongs from town to town?<p>

Logan huffed and shifted in his seat. "Shane is crap. Any western without Eastwood ain't worth the film they wasted on it."

"What is Eastwood?" Conner asked from the back seat, looking forward at the two mutants in front of him.

"What is…" Logan huffed; he turned to look at the mutants in the back who both looked confused. "When I get you two back to the mansion, remind me to rent The Good, the Bad and the Ugly."

"What are you doing out here?" Ororo said smiling, looking forward.

"Long story." Logan said, grabbing something out of his inner coat pocket. "Here's the abridged version." He handed the object he got out of his pocket to Ororo. She took it and realized that it was a small golden ring.

"Your in love with a guy named James?" She asked as she looked at the name engraved into the ring.

"He is James, Ororo." Rose said trying to stop a laugh.

"I don't remember nothing from that part of my life, but supposedly, my wife gave me that ring."

"Oh…" Ororo said, sounding a little hurt. "I guess I'd heard rumors at Xavier's, but I didn't know you had proof."

"The Professor got it from some government works at SHIELD. They got it from the military goons who turned me into what I am today." Logan said, taking the ring back and placing it back into his pocket. "This is the only part of my history Weapon X didn't destroy.

"Logan, if you really do have a family out there, we could help you find them." Conner said placing a hand on his shoulder.

Logan looked out the window and watched the trees zoom by. "No, too dangerous. If Weapon X knows about my better half, they probably know I'm searching for her. They'll be waiting for me when I get close."

"But Weapon X is gone!" Ororo said with more force then she meant to have. "We watched the last of those psychos die!"

"That's what we thought way back when Colonel Wraith bit it, but there are still dead-enders floating around, decommissioned soldiers who won't fade away until all their past sins are wiped out." Logan said, shaking his head. "I don't want you getting mixed up in my old battles again."

"Logan, you know we can handle ourselves." Rose said.

"Darlin' I'm not worried about you…" Logan said, more under his breath then aloud.

"Or are you just afraid I'll tell your wife about the time you and I kissed?" Ororo said, looking at the man.

Logan gasped, eyes going wide. "Ororo, stop!"

"I'm sorry I brought it up but—"

"No!" Logan yelled, placing both hands on the dashboard.

"STOP!" Logan, Conner, and Rose yelled at the same time. Ororo looked at the road in front of her and noticed that a woman had appeared in the center of the road. Her eyes went wide as she stomped on the brake pedal. The woman held out a hand and it looked like her fingers were starting to grow. The car started to slow, but it was too late and she was going too fast. The car slid right to her and her longer fingers sliced through the car like it was paper.

The car split in two and flew in two different directions. The woman turned around and looked at her handiwork. She smiled as she walked closer to one side of the car. Ororo and Rose slowly got up from the car. Ororo looking like she was hurt pretty bad, a hand placed on her forehead, Rose, looking dizzy.

"Long time, no see, huh?" The woman said, a giggle spread from her open mouth, walking up to her, her long fingers starting to grow back to a normal size.

"You insane lady?" Logan yelled at the woman, helping Conner to his feet. Conner looked like something had happened to his leg; Logan was holding him up more than helping him up. "I've never seen you before in my life!"

Conner's head rolled over as he passed out and Logan slid him down into the snow. The woman before them just smiled and looked at them, instead of at Ororo. "I wasn't talking to you, you pathetic waste of Adamantium." She pointed at Ororo who had walked over to Rose to make sure she was okay. "I was talking to her."

Ororo finally got a good look at the woman as the car behind her ignited and fire started to spread around them. She gasped as the light spread around them and she could clearly see the woman for the first time.

"Yuri?!"

"It's Deathstrike now…" The woman said smiling, her white teeth glowing in the moonlight.

To Be Continued.


	18. Issue 63

Ultimate X-Men:

Issue 63

Shock, Awe, and LoveLoss: Part 3

Ororo's eyes went wide when she saw the woman standing before it. This couldn't be right; Yuri was supposed to be dead!

"Yuri, is… is that you?" She asked, trying to find her voice. "I heard you were dead, that you slipped into a coma and –"

"Yuri is dead, Ororo." Deathstrike said, cutting the young woman off.

Logan and Wild Child quickly got in the way of Deathstrike and Ororo. "You got your wires crossed, lady." Logan said pointing a hand at the woman in front of him. "Wraith had two slugs put in him, courtesy the head of SHIELD."

"Yeah, I only tried to kill him." Ororo said to herself, or so she thought she had said.

"You're not helping." Rose said looking back at the woman.

"This has nothing to do with Wraith, Logan." Ororo said walking up to both of the mutants blocking her way to Deathstrike. "I've known this woman since I was a kid."

"You're still a kid, "ro." Logan said taking a step closer to Deathstrike. "Now stand back and let me handle this."

"Well, chivalry ain't dead, is it?" Deathstrike said, extending her metal like nails.

"Nope, just you!" Logan said popping his claws and getting ready to charge. Deathstrike jumped at the man at the same time he jumped at her. Their metal claws clashed as they hit each other and sparks flew everywhere, lighting the night sky.

Logan flipped over the woman as their claws smashed into each other again. Deathstrike quickly slashed at the man but he was too fast for her. Logan landed on his feet in a crouching position and lunged at the woman again, she moved but she wasn't fast enough for the man. "You're sharp, girl…" Logan grunted as he moved past her and twirled, claws slashing at the woman's middle. "Too bad that don't always cut it."

"No!" Ororo yelled as she tried to run towards the two. Rose yelled her back, not wanting Ororo to get hurt in the battle.

"Ororo, let them fight it out, Logan knows what he's doing." Rose said as she watched the two in front of her work a dance of death.

Deathstrike glared at the two girls on the side lines. She grabbed her middle, blood flowing over her hands. "Showin fake concern… now, Munroe?" Deathstrike looked up at the woman and a sickly smile spread across her face. "Besides… thanks to a spliced gene or two I heal twice as fast as your little bodyguard."

"Yuri, who… who did this to you?" Ororo asked, sinking to her knee's.

Rose just stood above Ororo watching in horror as the woman slowly stood back up, her middle completely healed. Rose didn't think even her healing power could work that fast.

"Well, you destroyed what I used to be, and some DNA from James here turned me into what I am today." Deathstrike said, sucking the metal back into her hands.

"How the hell do you know my name?" Logan asked taking a step back.

Deathstrike smiled for a minute before she decided to continue. "I learned a thing or two from a guy named Cornelius…" She paused as she let the information sink in. "I believe he is the same man that turned your boyfriend into a blue freak?"

"Cornelius…" Rose said looked from woman to woman. Logan growled as he took a step forward, but stopped suddenly when Deathstrike began laughing.

Ororo narrowed her eyes at the woman and as Deathstrike's laughter filled the air. "Oh, sorry…" She said, pretending to wipe a tear away from her face. "That freak's dead now, isn't he?"

Ororo's eyes lit up like lightening. The patch worked clouds over heard began to turn and swirl. A huge bolt of lightning struck into the woods, near Deathstrike, but not hitting her.

"Well, you need to work on your aim, child." Deathstrike said with a laugh.

"No." Ororo said, eyes still glowing, but the clouds over head starting to change into a more normal pattern. "I don't." The tree that Ororo had hit cracked and began to fall. Deathstrike looked in the direction of the sound as she saw one of the biggest trees around start to fall towards her. She gasped as she looked for a way from the falling tree.

The tree hit the ground and all four bodies flew in different directions.

Logan slowly got to his feet and shook the snow from his long black hair. The earth all around them seemed to still shake as snow fell to the ground. He looked around to see what damage had been done. Conner was still passed out by the car, Rose was getting to her feet and making her way to him, Ororo seemed to appear out of nowhere as she reached him.

"You all right?" She asked checking, placing a hand on his chest, feeling his heartbeat.

Logan sighed as he looked at the hand, not rejecting it, he just smiled and nodded.

"Logan! Ororo!" Rose said finally reaching them. Ororo quickly took her hand away and looked away from the two. "I hear something coming from the left!"

Logan looked to his left and sighed as he was staring at what was flying towards them. "We have company…"

Lightning struck through the sky, lighting up the night like it was noon. Logan looked up into the sky and saw the helicopter coming towards them. "You do that kid?"

"Sorry, she mentioned Hank…" Ororo said. "I lost control."

"Don't worry about it." Rose said looking in the same direction, her long black hair blowing around her face. "He meant something to you."

"We need cover!" Logan said looking around as the helicopter flew in closer. "Kick up as much snow as possible 'ro!" Logan yelled realizing there was nothing else to do but use the snow.

The helicopter drew closer and began to rain bullets down on the two. Ororo spread her arms out summoning the winds of the world to her aid. "What is going on?" Ororo yelled, letting the winds die as she looked at Logan, the snow swirling all around them. "These can't be the same people as-"

"Never underestimate the enemy." Rose said, placing a hand to cup around her ear.

Logan smiled, that was something that he usually said. "Come on, they're coming around for another pass. I need you to fly me up there."

"What? I can't!" Ororo yelled at him over the swirl of snow and the sound of the helicopter coming back. "You'll rip my arms out of their sockets!"

"I don't want you to carry me…" Logan said, spreading a smile across his lips.

* * *

><p>Conner slowly opened his eyes and saw nothing but white. "Great… am I dead?" He asked himself. After a second he realized he was incredibly cold… and in pain. His head, back, shoulder… well, everywhere. "If I'm dead and in this much pain…"<p>

Conner pushed himself up, realizing that he was lying down, face first and looked around. Conner checked himself over, nothing seemed to be broken. He had a couple of slashed across his shirt and his jacket was completely ruined.

He looked out around him, hearing gun shots, and realized that he was completely dizzy. He couldn't focus on anything, but as the gun shoots grew closer, he could start making out screams… Rose was in trouble!

* * *

><p>"Logan!" Ororo screamed as she raced to the explosion that he had caused.<p>

"Not so fast!" Deathstrike roared as she sent her claws at Ororo. Deathstrike wrapped her claws around the woman's neck and with her other hand pointed at Rose. "I wouldn't move unless you want your little friend here to be headless."

Rose growled as Deathstrike pulled Ororo closer to her, retracting her nail like claws. "Look at you, pretending to be the hero." Deathstrike said, talking right into Ororo's ear when the woman was close enough. "Does this act really fool your new friends? Don't they know you're nothing but a second-rate car thief?"

"At least… I was never a third-rate car thief…" Ororo said gasping as Deathstrike gripped the woman's neck tighter.

"Funny. Never knew you became a comedian as well." Deathstrike chuckled. "Want to hear another joke?" Deathstrike said, licking the woman's face. "In a second, I'm going to cut your head off, then I'm gonna pull what's left of your boy toy out of that wreckage, and cut his head off too."

Rose watched in horror when she realized she couldn't do anything to help her friend.

"I think you're forgetting something…" Conner said behind the two women. Yuri turned her head, eyes going wide with terror. Conner had finally made his way to the group, his up turned palm pointed at the woman. His eyes were glowing the same color that Ororo's did when she was about to summon her powers.

"No!" Yuri yelled. "As long as I'm holding on to her, she'll fry too!" Deathstrike screamed as a bolt of lightning fell from the sky and struck the woman. Rose ran as fast as she could to the two and grabbed Ororo and pulled her away at the same time the bolt of lightning hit.

"Ororo!" Logan roared running towards the two mutants. Conner didn't turn his head to look at the approaching mutant, but he fell to his knees, his energy completely exhausted. "Why?!" He screamed at Conner as Logan slid to the two women. Both were smoking, but Rose looked better for wear. "Why did you do that?"

"It was the only way to stop that monster." Conner said getting to his feet and making his way to the three mutants.

"I… I don't even-!" Logan said, shaking the woman. "She needs to breathe!" He yelled as he threw a punch at the Ororo's chest. "BREATHE!"

Ororo gasped for breath as her eyes snapped open. "Logan…?" Ororo asked, weakly.

"You rest, 'Ro. Everything is gonna be fine." Logan said leaving the woman to Rose, who had already made a complete recovery. Logan walked over to Yuri who had already begun to heal at an incredible speed. "I promise."

"Your promise… mean's nothing…little man." Deathstrike said through gritted teeth.

Conner watched as Logan bent over the healing woman calling herself Deathstrike, but couldn't find it in himself to watch, Conner turned around and made his way to Rose and Ororo.

"I know where we need to go next." Conner said reaching the two girls.

* * *

><p>Cain laughed as the crystal that Gambit threw at his head didn't explode, but was absorbed into him. He buckled over in pain for a slight second and then stood up, straighter then before. He felt stronger than before as well. He looked down at himself and smiled, he thought he even looked bigger.<p>

"Oh, God…" Gambit said as he looked at the man.

"What… what was that thing?" Charger asked Phase as the two stood up.

"Thanks, Cajun man." Cain said looking at a car and lifting it up without taking a breath. "Don't know what you did, but I haven't felt this good since I turned thirteen and was finally able to defend myself from my old man." The man pulled with all his might and threw the car down the block.

"I've never been this strong!" Cain yelled as he stomped his way to Rogue, who was still lying on the ground, eyes closed. "Now there ain't a force on earth that can tear me apart from my girl."

Phase stood up from Anna and made his way to the big man.

"Out of my way little man." Cain yelled. "I beat you to a pulp before your little boyfriend super charged me."

"I remember you now." Phase said, his body slowly going from his metal form to human form. "It's a sad story really…"

"Michael!" Anna yelled.

Gambit stood up and starting walking closer to the very large man. He reached for something in his pocket and pulled out a mini-rod. "How's that sayin' go?" Gambit asked as he squeezed the rod and flicked it out to his side, the rod growing. "Gimme a lever long enough and I can move the world?"

"What?" Cain was taken aback by the way Michael was acting and wasn't paying attention to Gambit.

"You will be great one day…" Michael said turning away from Cain. "But… the pain you go through will be…"

With the opening he was hoping for Gambit slammed the rod down to give himself ledger to jump over the man. Gambit grabbed onto Cain's helmet and began to use his mutant ability.

"What?" Cain said as Gambit landed on his helmet. "You're really testing my nerves little man." Cain began to twirl around, sending Gambit's legs flying back and forth.

"What's going on Michael?" Anna said looking up at the big man. "You act like you know what's going to happen."

"I do…" Michael said looking down at Anna. "I know how this ends."

"Come on, let's go!" Cain said squatting down to his knees. Cain pushed with all his might into the air. The two men flew up into the sky at an arc. Cain laughed as he flew three city blocks and landed with a huge thud and a tiny earthquake into a construction site.

"I guess she don't need to see me beat the life outta her ex." Cain yelled as he finally grabbed the man and threw him to the ground.

Gambit hit the ground hard and smiled, blood running down his face. Where Gambit had touched Cain it started to glow pink and the glow quickly spread across his helmet.

"What the…" Cain said as his helmet finished glowing pink and exploded. Gambit smiled as the man's head smoked, the wind picked up and the smoke began to clear and Gambit's smile slowly disappeared.

"I think you're starting to turn me on." Cain said with narrowed eyes and a sickly smile.

"Guess I'm goin' all in on the last hand." Gambit said, throwing all his cards that he had. Cain moved his head and laughed at the tiny man in front of him.

"I'd work on that aim of yours, gambler."

"Wasn't aiming for you, moron."

"What?" Cain said as he looked behind him. He then saw the half finished building that Gambit had hit with his cards. The cards had just finished exploding when the building started to fall forward. "Ah, crap."

Charger and Phase ran up to the construction site as Gambit threw the cards into the air. Rouge was just waking up in Phase's arms when she saw the building start to fall down around Cain and Gambit. "Remy…" She said reaching out for him.

Gambit looked towards the sound of the woman's voice and smiled at her. He waved at her as the building crashed around the two men.

"REMY!" Rouge screamed, wiggling her way out of Phase's arms. She ran towards the site at full speed, or as fast as she could run, being pumped full of energy. Phase and Charger stood back, not knowing what to do at first, but Charger ran towards her friend and Phase quickly followed.

"Remy!" Rouge yelled as she went digging, crying and screaming.

"Rouge…" Charger said, shaking her head.

"Oh, god…" Rouge moaned as she threw a piece of the building off the man.

"Did… did I get him?" Gambit asked a block of stone covered his lower side, his body twisted at a weird angle.

"Yeah… You got him, baby." Rouge said throwing the rest of the pieces of the building off of the man.

"Just hang on…" Rouge moaned

"Whatever that stupid gem did, it… it was magic. There's real magic in this world…" Gambit turned to look at Phase and Charger, he pointed at the big man. "Watch out for my girl, here…"

"Stop it! Don't talk like that… you're not going to leave me!" Rouge screamed at the man.

"Marian…please…" Gambit said trying to reach for the woman. "Kiss me…"

Charger looked away, tears streaming down her face. Phase put a big hand on her shoulder and she turned to cry into his shoulder. Phase closed his eyes, a single tear running down his check as Rouge bent down to kiss the man she loved.

Rouge pulled away as she felt Gambit's hand fall from her cheek and she cried. Phase walked up to the woman and placed a hand on her shoulder. He looked a little taken aback when she looked at him; her eyes were a deep red. The same color that Gambit's eyes had been.

"We gotta go…" He said pulling the woman up.

* * *

><p>2 days later:<p>

Conner was sitting in the diner watching Rogue walk towards a phone booth. He sighed as he turned his attention back to his friends, Michael and Anna.

"You're sure?" He asked again.

"Yes… I saw it myself." Michael said.

Rose and Anna were sitting quietly next to each man as they talked. Ororo and Logan were in the next booth over, talking.

"But Gambit is supposed to be one –"

"Michael!" Anna said. "They might hear you."

"Then we'll talk about it later… Alex has to know about this though… Things have been changing faster than he thought they would."

"I don't think anyone could foresee this." Rose said looking concerned. "We have a job to do and it looks like we are failing miserable."

Michael stopped for a minute and sighed as he looked out the window and watched Rogue pick up the phone. "Not really…"

"What do you mean?" Anna asked.

"Well… Hank was never dead in are history… now Gambit…" Michael paused as he thought about his next words. "Maybe this means us just being here has changed some things."

The four just looked at each other when Logan spoke to them.

"Why so quite kids?" Logan didn't give them a chance to answer before he continued. "Anyways. I want y'all to go back to the mansion… I have something to do before I go back."

"What?" Ororo said from the other side of the table.

"I told you I wasn't going back yet, and I want all of you to go back home."

"Logan…" Ororo began but was cut off by the man.

"I'm not asking girl."

The others just looked at the two as they begin to argue. Michael managed a small smile. Maybe things would be for the better this this time around… They might be able to change their future for the best.

* * *

><p>Alex sat on a chair watching Blink in her bed. He was at the hospital and had been there for two days. He had been on missions and living his life, not forgetting about the girl, but knowing there wasn't much he could do, so thinking about her was not on the top of his list.<p>

Now he felt guilty about it. A few days ago Peter and Alex had finally come to terms with themselves and Peter had finally made his move. But something was still bothering him

The fact that Peter was still missing his sister, no one was able to figure out how to save her. Alex had no idea where to start, neither did the Professor. Alex wanted to find Illyana more than anything, for Peter.

Alex placed his forehead on the bed next to Blink's hand. He placed his hands around hers and breathed in deeply. He was so lost in thought he didn't even hear the door open and the very man he was thinking about walked in.

"Alex…" Peter said slowly as he walked up behind him and placed a big hand on his shoulder. Alex looked up at the big Russian and smiled at him. Alex really did love the way the man smelled. He would have to get around to asking what kind of cologne he wore, or if it was all him.

"They're back…"

Alex didn't have to ask who, he had been waiting for this for a few days now. He had gotten a call from Michael two days ago and somehow he had picked up physic thoughts from Rose. Professor Xavier told Alex that he was getting more powerful with his telepathy, but he still didn't know how to call upon it.

Peter pulled Alex up out of the chair and placed a hand under his chin. He pulled the man up on his toes and kissed him. The kiss was long and deep, when Peter finally let go, both men looked a little dizzy from the kiss. "Come on…" He said grabbing Alex's hand and pulling him out of the room.

As Alex closed the door behind them Blink's hand moved suddenly, not a quick move, but a twitch of the fingers.

The End.


	19. Issue 64

Okay, the arc that pretty much ends the current stories and leads into a much bigger arc that I hope will be amazing for everyone. Robert Kirkman's arc was decent, but I didn't like what he did with a lot of the characters, or how he ended it with his version of the Phoenix, (lame). Hopefully mine will be better. It's going to be a long ride, and since it's so long I think I will be doing about 2 issues a week (instead of the 1 a week I have been *trying* to do.) It's about 30-40 issues long.. Man... and then I will be done with the Ultimate line, but I don't think I am done with the stories.. after I'm done with Ultimatum prepare for some original stories (or at least Ultimatized stories)

Ultimate X-Men:

Issue 64

Magnetic North: Part 1

Logan stood next to the fireplace watching Xavier in his chair on the other side of the room. He placed a hand on the mantel and quickly pulled it away when he heard a hiss. He looked in the direction of the sound and saw the cat that Xavier kept with him.

The little ball of yellow and red demon fur.

"Control your animal, Chuck… or I will." Logan growled at the cat and the feline jumped away, quickly bouncing to her master.

"That's enough Mystique." Xavier said holding out his hand for the cat to jump into his lap.

"The hell kinda name is that for the devil?" The cat purred as she jumped into Xavier's lap.

"I once dated a young woman who went by that name." Xavier said as the cat rubbed her head against his chest. Xavier smiled down at the cat or at the memory, Logan didn't know, nor did he care.

"Mystique?" Logan asked with laugh. "What was she, a stripper?" Logan said while moving closer to Xavier and rubbing the back of his head. "Seriously, Moira MacTaggart, that Emma Frost broad, and now some mystery pole dance?" Logan placed his hands in his pockets and smiled. "For a guy stuck in a chair, you get around, Xavier."

Xavier wheeled his chair around to face the man grinning down at him. "It is not my past we're here to discuss, Logan." Xavier said with a little heat in his voice. "I'm concerned about what happened with this Deathstrike character you and three of my students encountered in Alberta."

"Conner and Rose are not your students, Xavier… and I didn't waste the chick if you're asking." Logan took his hands out of his pockets and crossed them across his chest.

Xavier took a deep breath and shook his head. "Be that as it may, I still take responsibility for them." Xavier rolled his chair closer to the fireplace and sighed. "General Fury tells me that you had SHIELD transport her to a holding cell deep within the Triskelion. I commend you for your restraint."

Logan unfolded his arms and placed them on his hips. "Listen, I appreciate being "allowed" back into your little school, but you don't gotta give me a gold star for every—"

Xavier narrowed his eyes at the man, rubbing the cat's head in his lap. "Fury violated a longstanding extradition treaty with the Canadians and risked demotion in order to answer your call for assistance." The cat in his lap turned over unto her back and Xavier started rubbing her stomach. "He tells me he was simply repaying a favor you did for him recently. Would you care to elaborate?"

Logan stared at the man and then averted his eyes at the floor; he was trying to find the right words to say. "… That ain't a door you want to open, Professor."

"What about Rogue and the others?" Xavier asked.

Logan paused for a moment, thinking about his words. "The girl is pretty messed uo right now, she needs time." Logan looked at the man in the wheelchair, hoping that was enough.

It wasn't.

"Anna still wants to help and Michael is being Michael."

* * *

><p>Somewhere else in the mansion, Conner and Rose were sitting on a couch opposite Angel and Ali. They had been talking about their little adventure when someone started screaming at them from the hallway.<p>

"Where is he?" Kitty yelled, stomping into the living room.

Angel and Ali looked a little taken aback while Conner and Rose looked bored. It was always something about Kitty and her boy toy of the week.

"Uh… where's who, Kitty?" Angel asked, Ali wrapping her arms around Angel's neck.

"Bobby!" Kitty huffed looking around the room realizing that he wasn't in there. She gave a glare at Conner and Rose who just shook their heads, not knowing where the young man was.

"Downstairs, spaz. Why?" Ali asked taking her arms from Angel realizing that he didn't want to cuddly while the girl was screaming at them in the room.

"I need to phase through his ribcage and rip out his black heart!" Kitty said phasing through the floor.

"Maybe we should…" Angel said getting ready to move, but Ali wrapped her arms around the man stopping him from getting up.

"Stay out it, War." Ali said, smiling as she turned his head to face her. "You know how the crappy song goes…" Conner and Rose looked at the two, clearly not knowing how the song went. She laughed as she pulled Angel's head closer to her own lips. "Love is a battlefield."

* * *

><p>"Dammit, pull it together, X-Men!" Storm yelled as a blast of power forced the group of mutants back a few paces. "We screw up here; humanity's a stain under this guy's boot!" She yelled pointing at the red and purple man floating in the air. Magneto was holding a hand in the air, throwing all types of metal objects at the group.<p>

Nightcrawler, Storm, Colossus, Phoenix, Iceman, and Tempest were in the danger room training against a simulation that was developed by another one of the X-Men.

Nightcrawler teleported from car to metal object trying to get close to the man, but it seemed that Magneto was anticipating that very move. Nightcrawler was able to teleport at the last possible moment when chunks of metal crashed where he was moments before. Nightcrawler reappeared next to Storm, smoke and brimstone swirling around both of them.

"Why, must it always come back to Magneto?" He asked the woman, standing up behind her. "This is the tenth time we've used him for our training program this month, Storm.

Storm hurled lightning from her finger tips at Magneto, but he raised a hand and the lightning just bounced off of him. "And this is the tenth time he's kicked our butts, Nightcrawler. You weren't there the last time we fought Magneto. You need to see what he's capable of."

Magneto threw his hands out and the two mutants were blown back. Before either one of them could hit the building behind them, Nightcrawler grabbed Storm and the two teleported to the ground.

"Phoenix!" Storm called out to the man while she flew back into the air. "Try and take his attention away from the rest of the group."

Phoenix hurled a column of fire at the man and it consumed him or it swirled around his protective bubble that he produced. From the ground Colossus was yelling something at the two mutants but stopped when he realized that he was being lifted off the ground. Phoenix didn't realize what was happening to the man until Colossus slammed into him at full speed.

Phoenix feel out of the sky, head first towards the ground. "Nightcrawler!" Storm yelled pointing at the man falling to his death. Nightcrawler nodded and teleported catching the man and quickly teleporting again, landing on his feet, placing the young man on the ground.

"Phoenix!" Colossus yelled floating in the air. He turned an angry glare at Storm, muscles bulging as he clenched his fist. "The last time we fought this coward, I defeated him. Your holographic trash should reflect that!"

"Mags is a tactical genius, Colossus." Storm said shaking her head. "He can't be taken down the same way twice."

Iceman hurled his ice powers at the man and froze his bubble of protective energy. "But the real Magneto is in the cooler! I'm with Kurt; we should be practicing against guys who actually still pose a threat to us."

Tempest flew down from the sky and hurled bolts of lightning at the iced Magneto and it exploded, revealing a perfectly intact older man.

"If you're looking for a fight…" Kitty yelled at Iceman as she phased through a brick wall. "Why don't you tell me how long you've been e-mailing Rogue!"

Storm shook her head. "Computer, end simulation." She said as she floated down to the ground, the simulation around her fading into nothingness. Colossus fell to the ground as soon as Magneto's powers disappeared and he ran over to Phoenix, checking to see if he was okay.

Phoenix opened his eyes at the man's touch and smiled at him, he slowly pushed himself up off the ground and looked around, it seemed that the simulation was over, he had missed everything.

"Rogue? You know where she is?" Colossus asked, pulling Phoenix to his feet.

"No! She… she just sends me messages from the road…" Iceman said shaking his.

"They were in Oklahoma a few days ago…" Everyone looked at Phoenix wondering how he knew that, but no one got to ask.

"And what are you doing hacking into my account, anyway!" Bobby said walking closer to Kitty.

"I didn't!" Kitty yelled at the man. "You accidentally CCed it to me, moron." She said pulling a piece of paper out of her back pocket. Opening the paper she coughed a little to get a deeper voice, trying to mimic Bobby's voice.

"Dearest Rogue, which you spell like rouge, by the way. When are you coming back? I don't want to freak you out, but I still have feelings for you, and—"

Iceman grabbed the note out of the girl's hand and glared at the woman. "Give me that!"

"You told me you were over her." Kitty yelled trying to grab the note back. "You told me you wanted to make things work between us." She sounded more hurt then angry at that moment.

"Don't get your intangible panties in a bunch, okay?" Iceman said trying to place a hand on her shoulder. "I'm just trying to figure stuff out with her."

Kitty shrugged him off. "Figure stuff out?" She yelled. "So what am I? The placeholder you're using until your real girlfriend gets back?" Kitty started screaming towards the end of her lecture. She growled and balled her fist into a ball.

"It's over, Robert!" She screamed as she sent her fist into Bobby's stomach. He hunched over trying to gasp for breathe but the girl had hit him hard.

* * *

><p>"Stop it!" Cyclops yelled at the two of them from the viewing deck at the top of the room. "There's no fighting in the Danger Room." The others down below looked up at him. "I mean… no fighting each other." When he got more glares from the teenagers below he narrowed his eyes. "You know what I mean!"<p>

Jean who was standing next to Cyclops smiled at the man and placed a hand on his shoulder. "Let 'em blow off a little steam, Scott. They're just kids." Scott looked at the woman, sometimes he worried about her, she sounded more mature then what she actually was.

"They're driving me insane, Jean." Cyclops groaned, taking a seat in the only chair on the deck. "They do this every day. One second they're at each other's throats, the next they're making out in the attic. It doesn't make any sense."

"You remember how stupid relationships were at that age, don't you?" Jean said, leaning against one of the counters. "How intense even the smallest little thing felt?"

"That age?" Cyclops sighed. "We're only a few years older than them Jean." Cyclops turned away from his girlfriend, not wanting to look at the girl. Jean stood up and walked closer to the man; she dropped to her knees and looked up at Scott, grabbing his hands in hers. "You have dated other girls before me, right?" She asked looking up at him.

He finally turned to look at the girl and his face muscles tightened.

"Just one."

* * *

><p>Chicago, Illinois:<p>

Lorna Dane walked out of the school building and looked over the front yard. It was filled with students all talking and having fun. The wind picked up and blew her long green hair out behind her.

She smiled as she saw what she was looking for. A young man who looked lost. She pulled her purple jacket closer around her and walked out over the yard. As she passed groups of people they all waved at her or said hello. She seemed pretty popular to all that looked upon her and almost all loved her.

"Hello, handsome." Lorna said walking up to the man, looking around like he was lost. "My name's Lorna Dane. Welcome to the Academy of Tomorrow, one of the best magnet schools in the country…" She waved a hand at the huge school building behind her. "And trust me; I know a thing or two about magnets."

"I'm uh, Roberto DaCosta." The boy said, pulling his backpack closer to his back. He looked at the tall building and wondered how many students could fit into the building. "Somebody mailed me a plane ticket and an invitation to an open house, but I think there's been a mistake. My grades suck." Roberto said looking a little ashamed at what he was saying.

"Grades aren't everything, Roberto." Lorna said with an angelic laugh. "Headmaster Frost sent me that article from the Times about you. You're a star." She said truly sounding amazed. She placed a hand on his arm and he blushed a horribly bright shade of red.

"But don't get any ideas, big man." A voice said from behind the two. Both turned to look at the source of the voice and Lorna smiled. "The girl's already taken." When Roberto turned his head he saw a big blond man walking towards them. He must have been medium height, but he looked pretty powerfully built.

"Roberto, this is my boyfriend, Alex Summers." Lorna said grabbing the man and pulling him closer to her. "He's the one who convinced me to enroll here."

Alex held out his hand to shake Roberto's who gladly took it. "Come on, I'll give you the tour to end all tours." Alex said with a huge smile on his face.

The three began to walk around, there was so much going on Roberto didn't know where to look first, and then he saw someone that caught his eye.

"Hey, is that what's-his-name… the kid from the game show?" He asked looking at a boy sitting under a tree reading a book.

"Doug Ramsey?" Alex asked looking in the same direction as Roberto. "Yeah, he's a junior here."

"The all-time Jeopardy champion is a mutant?" Roberto asked more under his breath than out loud.

"No, he is gifted." A deep, but high voice said from behind the three teenagers. The three turned to see that none other than the headmaster herself was walking towards the three of them. "Was Mozart a mutant? How about Babe Ruth? Here at the Academy, we don't make distinctions based on artificial genetic qualifiers." The woman stopped when she walked close enough to the three.

"We welcome all extraordinary young men and women, whether they're teenage math prodigies or living solar batteries like you."

"Miss Frost?" Roberto said taking a few steps closer to the woman holding out his hand.

Frost took the hand and shook it hard. "Please, call me Emma, at least until you've decided whether or not you'd like to grace us with your presence." Emma said letting go of his hand and placing her hands back into her pockets. "I was most impressed with the neighborhood watch program you set up in Harlem."

"Yeah, well, someone's gotta look after our community while those X-people are busy flying around the world in their private jets." Roberto said looking away from Emma.

"You'll find that our school has very little in common with Professor Xavier's Institute." Emma said turning just so she could look at Roberto's face again. "For one thing, our students are not soldiers. They're ambassadors, charged with tearing down walls between mutants and mankind through education."

"And unlike certain X-Men, our class president isn't an uptight control freak." Alex murmured.

Lorna punched the man's back, "You can't stop thinking about Scott for two seconds, can you." She whispered back at him.

"Ms. Frost!" A voice shouted from nowhere.

The four mutants looked at the sound of the voice and noticed a dust cloud moving towards them. In an instance Jean Paul was standing in front of the four, with the dust cloud blowing away from them.

"Slow down, Mr. Beaubier." Frost said crossing her hands across her chest. "We don't need you reopening you old war wounds."

"Sorry, ma'am, but I was working off our wretched cafeteria food when I spotted a huge five-alarm over at Cabrini-Green." Jean Paul said in a rush. Alex and Lorna took straight to action with a word from Emma Frost.

"Lead the way, Jean-Paul." Alex shouted running as fast as he could, Jean-Paul flew past the man and led them towards the garage where the cars were kept.

"Alex, remember that you're only to observe the situation, unless the Fire Marshal specifically requests your services!" Emma shouted at the three as they ran off.

"Can I go with them?" Roberto asked powering up and turning a shade black and red, almost the same color as a sunspot on the sun.

"Power down, Roberto." Emma said waving at the man. "Only students who've passed our Advance Leadership workshop are allowed to participate in off-campus community service missions."

"Ma'am, I'm not a math prodigy." Roberto said powering down and walking in the same direction as Emma. The woman placed a hand around his shoulder and smiled down at him.

"Come along, son." She said, steering him in the direction to the main office. "You're a bright young man, but you still have much to learn…"

A few minutes later Alex and Lorna pulled up to the building that was a blaze. Both teenagers got out of the car and shut the doors behind them. Alex looked up at the building and exhaled. He turned to look at Lorna, her long green hair blowing away from her with the wind.

Alex turned his attention to the firemen. "What do you have, sir?" Alex asked the closest fireman.

"The structure's cleared, thank the Lord." The guy yelled at Alex through the roars of the flames. "Somebody pulled an alarm ten minutes before the blaze started.

"Arson, huh?" Alex said looking at Jean-Paul and then back at the fireman. "Northstar, do a sweep of the perimeter and look for any lone gawkers or people fleeing the scene."

"Yeah, yeah…" Northstar said, rolling his eyes and taking off at full speed down the road.

"Polaris, I want you reinforcing the building's steel under frame." Alex said turning to the green haired woman. "The last thing we need is that tower coming down on these people."

Polaris nodded her head and let her power flow through her. "Way ahead of you, Havok." She said as she started to float a little bit off the ground.

Alex turned his head when he noticed that the car they had driven in moved. He turned to look back at Polaris as she looked around, looking like she was missing something.

"Babe? What are you doing?" Alex asked as the car shot up into the air and flew in a circle.

"I... I don't know. The electromagnetic fields, they're all wrong…" She yelled looking at everything around her, eyes going wide with fear. The car she had picked up began moving faster and faster until it flew towards the two firemen that Alex had been talking to.

"Hey!" One of them screamed as the shadow of the car grew larger over them "Watch where you…" The poor man never had a change to finish his sentence as the car crashed down on top of them

"Oh, God." Alex said, jaw dropping, eyes going wide.

"Chief!" One of the other firemen yelled.

"The mutes they… they killed them!" Another man yelled.

Polaris screamed as more and more metal objects began to be lifted off the ground. The fire truck next to her and Alex began to shift and then it too lifted off the ground and joined other objects flying around the group. "No! I didn't do this!"

"Lorna, clam down!" Alex said grabbing the woman by the shoulders.

"Alex, help me!" Lorna screamed, eyes going wide. "I can't control it!"

Lorna screamed as the fire truck was ripped apart above the two mutants, metal pieces flying in all directions. People screamed as little bits of metal flew past them and into them. Some falling to the ground, no longer moving, others being struck so hard they flew back ten feet.

"Alex, make it stop!" Lorna screamed again looking at the man.

"How?" He asked her, dodging some of the metal pieces that were flying towards him.

"I don't know!" She screamed at him, spit flying from her lips. "Kill me if you have to! Just make it stop!"

"I'm sorry…" He said as his hands began to glow yellow, power flowing from him. He pointed his hands at Lorna and sent a blast towards the green haired woman. She screamed as the power made contact with her skin and she fell to the ground.

At the same time every piece of metal that Polaris had picked up fell to the ground, no longer moving.

"It's gonna be okay Lorna. It's gonna be okay." Alex said picking the woman up off the ground.

Northstar ran up to the two mutants and skidded to a halt. "Havok, what happened?" He yelled, not out of breath in the least.

"Get Ms. Frost, Jean-Paul." Alex said, tears streaming from his eyes. Jean Paul didn't move, not knowing what to do.

"Get Ms. Frost!" Alex screamed at the man again.

* * *

><p>20,000 Feet Above Genosha:<p>

"General Fury, you have a priority transmission from SHIELD Commander Dugan." The computer over the intercom told the man in the center of the aircraft.

Without waiting for a response a holographic image appeared of the Commander.

"Sir, we have a Mutant Ops situation here." The hologram said before Fury. "Some green-haired chick just wiped out half-dozen of the Second City's bravest and even more civvies."

"What's the scene now?" Fury asked, turning in his chair and looking at the hologram.

"Girl's unconscious, but when she comes to, there's no guarantee she won't start killing again. Thankfully, we own the one prison cell on the planet that can hold her." Dugan said, the hologram crossing his hands behind his back.

"So why the hell are you bothering, me?" Fury asked, frowning at the man.

"Nick, that cage is one of a kind… and right now… it's sorta occupied." The man said looking worried.

* * *

><p>The Triskelion:<p>

Magneto sat in his plastic cell staring at a board game in front of him. He may not have use of his powers right now, but he can still feel some of what was going on in the world.

He held on to the King piece of the chess board and smiled as he knocked down the Queen.

"Check." Magneto smiled as he dropped the king to the table.


	20. Issue 65

Ultimate X-Men:

Issue 65

Magnetic North: Part 2

The Savage Land:

Longshot was prowling through the jungle, holding a spear looking for something, anything, to eat. He heard the noise he was searching for and gazed up into the sky. It was the pterodactyl he was looking for. The bird creature flew towards him as Longshot threw his spear.

The creature opened its mouth to scream and the spear flew straight into it, flying out through the back of its head. The creature crashed down to the ground and on top of Longshot, who had misjudged the landing of his prey.

"Hope you taste better than the triceratops…" Longshot groaned as he pushed the giant creature off of him.

"A good man is hard to find Arthur…" A woman said coming out of the bushes and into the clearing. Longshot turned his head to look at the source of the voice. Longshot gaped at the woman; she was the definition of beauty. She was tall, had long black hair that reached to the middle of her back and piercing green eyes. She was wearing a red corset across her chest tied so tight her chest looked like it was going to pop right out. Longshot's gaze trailed down her long slender legs covered in the same red material across her chest and then back to her face.

"Art is what the humans call me." He said, narrowing his eyes at the woman. "My name is Longshot."

"And mine is Wanda Lehnsherr Maximoff." Wanda said looking at the man checking her out. "Eye's on mine… Arthur."

"Legnsherr?" Longshot shot his eyes to look at the woman's face. "You're Magneto's daughter! Your father is my hero!" Longshot said taking a few steps closer to the woman.

"Yes, I suppose he would be…" The woman said frowning at him.

"You used to live out here, didn't you? Are you here to rescue me?" Longshot asked.

"You murdered an unarmed man, darling, and helped make mutants everywhere look like dirt." Wanda ignored the man as she walked past him and bent down to look at the creature he had killed. "I'm here to bring you to justice."

"So the rumors are true? You're working for the flatscans now?" He asked reaching for something in his coat pocket.

"Humans? No, love, Wanda works for Wanda." She bent over to rub the dead animal's head. "And any wretch who would slaughter one of the majestic creatures I helped raise is no longer worthy of freedom."

"Bloody witch." Longshot hissed as he threw three daggers he had hidden in his coat at the woman. Wanda was ready for him as she jumped away from each dagger that landed were she had just been standing.

"Yes…" She huffed as she jumped again, avoiding even more of the daggers. "That's what the humans call me as well." She stopped jumping away from the man and grabbed one of the daggers that was aimed right at her head. "But rarely to my face."

"That's…" Longshot took a step back, clearly surprised at what just happened. "That's impossible. I never miss. Stuff always works out in my favor."

"Interesting…" Wanda said dropping the dagger and standing straight up, her hands balled up in fist and glowing pink with power. "Altering probabilities is my power, as well." Wanda hesitated for a moment, not realizing what was happening till it was happening. She felt the strange energy surge through her and she smiled. Wanda threw her hands up and hit the man with a huge blast of energy.

"What are the odds of that?" She asked as the blast of energy hit the man in the chest and he collapsed to the ground, changing shape. Wanda walked closer to the shrinking man as she pulled her wrist up to her lips.

"General Fury, our bounty is under control." Wanda said looking at the man who had turned into a black cat. "I believe you owe me dinner at Nobu." She said without a smile.

"Nice work, W." Fury spoke back through the intercom. "We'll be there to pick you two up before your hex wears off."

"Fury… I… I think we may have a situation." Wanda said, thinking carefully on her next words.

"Wanda?" Fury asked, concern and worry entering his voice. Worry was something he did not do often, but the way the woman sounded made him think twice.

"My… I think my powers are flaring up again."

Fury sighed through the communication device. This would be the third time that this happened. No one knew what was going on with the woman. One person suggested that the mutant witch was over worked and stressed.

Furry wasn't too sure about that.

"Let's take the prison back and we can run some more tests." Furry said.

Wanda nodded her head and picked up the unconscious cat.

"And Wanda…" Furry spoke to the woman. "We will find out what's wrong with your powers."

Wanda smiled as she walked through the jungle with a hissing cat. A part of her wanted to know what was going on, but another part of her was excited about her powers. She thought that she was finally going to be useful and being a mutant with an actual useful power.

* * *

><p>Chicago, Illinois:<p>

"No!" Alex Summers roared at Emma. Emma didn't even flinch when Alex took a step closer to the woman, not worried in the slightest at what the young man could do to her. "Ms. Frost, you can't let them take Lorna!"

Emma and Alex were standing in the middle of the crime scene that Lorna had caused. After all was said and done Lorna was responsible for four deaths and countless injuries.

After Jean Paul had rushed to get Emma she had appeared faster than Alex had expected and things seemed to go downhill from there.

"No!" Alex shouted one finally time.

"I…" Emma's voice cracked just a bit at losing one of her students. "I had no choice, Alex. Look at what she did."

"Polaris had nothing to do with this!" Alex shouted, waving a hand at the wreckage around him.

"I'm afraid a dozen eyewitnesses have a different story to tell." Emma said, crossing her arms across her chest.

"They're wrong!" Alex screamed, pointing a finger at the woman. "And so are you!"

"Do you think I enjoyed letting that girl go?" Emma screamed back at Alex. "If I hadn't remanded her to SHIELD custody, they would have taken us all away!" Her skin turned to diamond as she continued to shout at the young man. "I did what I had to do to protect my school, you impetuous brat!"

Emma took a deep breath and rubbed her forehead. "I… I'm sorry…" Emma said as she took off her glasses and rubbed her forehead. "I did not mean to snap."

"What will they do with her, ma'am?" Northstar said walking up to the two mutants, placing his hands behind his back.

"Help her, Jean-Paul." Emma said putting her glasses back on and looking at the young man. "Help her find out what caused her accident."

"Bull!" Alex yelled. "This is the government we're talking about, the same people who built the Sentinels!" Alex said turning away from the woman and pacing away, but turning around and coming back. "They're either gonna cut Lorna open to see what makes her tick, or strap her to a missile and drop her on the Middle East!"

"No, Genral Fury is a friend, Alex." Emma said looking at the young man and shaking her head. "He's not like that. I promise you…" Emma didn't sound like she believed it herself, there wasn't much Emma believed in right now anyways…

* * *

><p>The Triskelion, New York City:<p>

Lorna slowly opened her eyes. She couldn't see much, it was too bright for her and she had to squint. She realized she was laying on something hard, as she opened her eyes more she saw that she could see through what she was laying on… and she was pretty high up in the air.

"Ahh!" She yelled as she shot up and flew back to a wall that she could see through as well. "Where the hell am I?" She yelled as she looked around, her green hair falling every which way.

"Don't be frightened, young lady." Polaris turned her head in the direction of the deep voice and she felt like she wanted to scream again. "You're among friends…" Magneto said holding a hand out to her to help her to her feet.

"No…" Polaris said scooting away from the man. "You're…"

"Indeed." Magneto said walking in the same direction that Polaris was trying to escape to. "Congratulations, your magnetic abilities must be formidable if they put you in here."

"I'm in hell." Polaris moaned as she hit the back of the plastic cube she was stuck in. "I… I killed all those people, and now I'm in hell."

"That's how the human once known as Malcolm Little felt when he was incarcerated in the 1940's…" Magneto said as he bent down close to the woman. "But over the years, prison proved to be Malcolm X's salvation. He—"

"Get away from her, old man." A voice said over the intercom. "I swear, I'll run down there and snap your neck before you can even lay a finger on that girl." Quicksilver snapped as Magneto stood back up and looked into the camera that was in the prison cell.

"Calm yourself, son." Magneto said with disgust. "I was merely going to invite my guest to play a round of chess." Magneto turned back to Polaris and held out a hand. "Are you familiar with the game?"

"No…" The girl said moving a few feet away from the man.

The man smiled down at the girl. "Well, don't worry. I'm an excellent teacher." Magneto said adjusting his classes and smiling.

* * *

><p>Xavier's:<p>

"Magneto." Xavier said, looking at the computer screen on his desk. He was looking at an image of Emma who had just told him what had happened.

"Charles, that's insane." Emma said over the computer screen. "There's no way they would lock an adolescent girl up with a convicted mass murderer!" Emma had worry laced throughout her voice. Xavier had never known the woman to sound like this before. He feared that she may not be able to handle the school that she had set up all those weeks ago.

"Emma, if Miss Dane's powers are as you describe, Erik's cell is the only structure on the planet capable of containing her." Xavier said as if he was giving a lecture to one of his students.

"How can you be sure of that?" Emma asked, eyes going dark at the man's tone.

"Because, I built it." Xavier moaned looking down at the floor and away from the woman he was talking to.

"Oh… oh, God." Emma said, a tear running down her check and turning away from the computer screen. "This is all my fault." She looked back at the computer screen and placed her head in her hands. "I always thought you were naïve to segregate your students from humanity, to keep them locked up in that old castle…" She took her head out of her hands. "But now I realize I'm the idiot. You weren't protecting them from the world; you were protecting the world from them…"

"Your tears help no one, Emma." Xavier said not feeling a bit of sympathy for the woman. Something tugged at the back of Xavier's mind.

This wasn't like Emma Frost at all. She wasn't emotional, she was fierce, calculating, almost cold like. "Dry your eyes and be strong for your student body, Emma. But until I've looked into matters, no one must know about Lorna Dane's cellmate, understood?" Xavier said as he thought about his next move and what he should do about Emma.

If this was how the woman handled a crisis, then something needed to be done about all the students that she had in her school.

Something soon.

Somewhere else at Emm's school a group of mutants were watching the video feed between Xavier and Emma. "… Of course, you have my word Professor."

* * *

><p>"Is this real?" Jean-Paul asked leaning over Alex.<p>

"Of course it's real, J.P." Alex said looking up at the man. "I had Ramsey here hack into our cable box and turn it into a receiver for the headmaster's teleconferences."

Ramsey looked away from the screen and at Alex. "So Lorna's really trapped in a room with the guy who blew up the Brooklyn Bridge?"

"That's messed up, y'all." Sam said tearing his eyes away from the computer screen.

"Not for long, Sam. We're breaking her out." Alex said crossing his arms across his chest.

"Of The Triskelion?" Jean-Paul said, shaking his head. "Alex, Nick Fury gave my dad a tour of that joint once. He says it's like Fort Knox on 'roids. I mean, the Ultimates protect it!"

"The Ultimates are just humans with lamer outfits…" Alex said turning to look at Doug Ramsey. "No offense to humans."

"None taken, but I wouldn't be much use to you guys in the field." Doug said waving his hands in front of him. "I'm better off staying here looking for something that might exonerate your girl, you know?"

"Yeah… I" Sam said crossing his legs on the bed. "I think I'm gonna stay behind and help out Doug."

"What?" Alex yelled as he shot out of his chair and sent a burst of power at the chair that exploded. "You can't wuss out on us now, Cannonball." Alex turned his anger away from the chair and at Sam.

"Sorry, Alex, but… but there ain't a school back in Kentucky that will accept someone like me." Sam put his hands up in defense. "If I do anything to get kicked out of this place, I got nowhere else to go."

Alex rushed at the young man, grabbing him by the shirt and pulling him close to his face. "Will you stop thinking about yourself for two seconds?" He screamed; spit flying across Sam's face. "Lorna needs us!"

"Okay, just… just don't hurt me…" Sam whimpered.

"How about you, new kid?" Alex asked letting Sam go and pushing him against the bed and look at Roberto.

"But… I'm not even a student here yet." Roberto said as he walked across the room to take a better look at the screen with Emma's face on it.

"You really want to enroll in a place where the teachers give you a timeout with this century's Hitler every time you're accused of doing something you didn't?" Alex yelled, gather power at his fist.

"When do we leave?" Roberto said, powering up and going black like a sunspot.

* * *

><p>Polaris huddled in the corner of the prison while Magneto sat in the center of the cell, sitting at a desk and playing his game of chess.<p>

"So, you're one of Emma Frost's disciples?" He asked, not turning around to look at the woman. Polaris didn't say anything and he continued to talk. "You know, back when she was your age, Ms. Frost was in a most heated relationship with Charles Xavier."

Polaris looked at the man at the revelation. "The bald guy?" She asked looking a little disgusted. "You're lying. He's practically old enough to be her dad."

Magneto coughed, "Too true. I have always believed that it is reprehensible for men in positions of power to pursue their female subordinates." Magneto said, moving a piece on the chess board. "I told as much to Charles, but he would have none of it. He said that Frost was a unique case." Magneto almost rolled his eyes, almost.

"For Xavier, the world is nothing but shades of gray." Magneto said after he realized the girl wasn't going to say anything. "I suppose that's what Emma taught you as well, yes? Moral relativism… the virus plaguing our education system?"

Magneto picked up a piece of the game and looked at it, acting like he was trying to find all its secrets. "For me, the world is black and white. There is right, and there is wrong." He turned his head to look at the woman. "There is positive, and there is negative. Wouldn't you agree, Polaris."

The woman looked up at him, an interested look crossed her eyes and mouth.

* * *

><p>Xavier's:<p>

"Forgive my tardiness, Herr Professor." Nightcrawler said as he teleported into the room. He looked around and noticed that everyone was there even the Future X-Men. Everyone was already in their little clicks as he moved around the group, finding a place to sit.

Phoenix and Colossus were close as usual, the more he watched the two the more he thought he was missing something. Next came up Cyclops and Jean, the woman with her arms wrapped around boyfriend.

Storm, Tempest, Wolverine and Wild Child formed the next little click, while Angel and Dazzler were sitting behind them. Iceman was adjacent to that group and Kitty was sitting by herself. He sighed as he took a seat in the back, away from everyone.

Things were defiantly getting weird around here.

"I have some unfortunate news from which I had hoped to shield all of you." Xavier said waiting for the young mutant to take his seat. "But circumstances beyond my control have forced my hand." Xavier pushed a button as the lights went down and a hologram of the woman, Polaris, appeared, her stats floating next to the hovering woman.

"As you may have heard, last night a young mutant allegedly lost control of her mutant abilities and inadvertently killed several civilians. Because of her age, her identity was not released to the general public, but I can now tell you that her name is Lorna Dane."

"What!" Cyclops said almost standing up from his seat. "There must be a mistake. She can handle her powers better than anyone in this room."

"How do you know, Scott?" Storm asked crossing her legs at the knees and cocking her head to look at the man she was sitting near.

"She used to be my girlfriend." Cyclops said taking a quick glance at Jean and then at the floor.

"What?" Jean said unwrapping her arms from his.

"Lorna… you mean Polaris?" Phoenix said taking a quick glance at Tempest and then back at Xavier and the hologram of the girl.

"Yes, how did you know that?" Xavier asked.

Phoenix paused for a moment and then shook his head. "That's something for Conner to tell when the time is right."

"Damn kids." Wolverine roared. "Sometimes I can't stand all the secrets in this place. Secret's upon secrets!"

The small groups suddenly erupted into mini-chaos as fights began to break out.

Xavier watched for a few moments before shaking his head. "Enough." He said, but no one could hear him. Xavier placed a hand to his forehead and mentally probed the word into all his students.

_Enough!_

"Regardless of your past and future history…" Xavier said waving his students to silence. "Miss Dane's culpability in this matter is not for us to determine. Sadly, that fact has apparently been lost on your brother." He looked at Cyclops and sighed. "Hoping to free his girlfriend from the Triskelion, Alex Summers and several of his classmates have stolen a vehicle, and are likely headed for Lorna's holding facility as we speak."

"Girlfriend?" Bobby asked, leaning over the chairs and resting his head on the back of them. "So Scott's kid brother is dating his ex? That's gotta sting."

"Still not talking to you." Kitty said pulling her legs up under her and looking at Bobby.

"Just did." Bobby snubbed back.

"Cyclops, I want you to take Nightcrawler, Storm, Wolverine, Tempest, and Shadowcat in the X-Wing and find your bother." Xavier looked at the mutants he called and nodding his head. "I trust your feelings for the parties involved will not cloud your judgment?" He asked Cyclops.

"Never." The man said simply resting his elbows on his knees.

"Professor…" Colossus said holding a hand out at the man. "If Kurt is off probation, why aren't I allowed to help?"

"Because, Colossus, I want you, Phoenix, Marvel Girl, Wild Child, and Iceman to form a defensive perimeter around the Triskelion." Xavier said pointing at each mutant as he named them off. "You will be our last line of defense in case Alex and his companions make it past the others."

"Sir, my wings are finally healed…" Angel said, stretching his feather wings at full extend. "If you need another pair of eyes in the sky, I'm there."

"Yeah, you should totally use of, Prof!" Ali said leaning back in her chair at such an angle it look uncomfortable. "War and I have firsthand experience with hotheaded brats looking to free rightly accused murderers."

"Alison, this is a thousand times more serious than the Longshot debacle in which you were involved." Xavier said giving the woman a long glance. "I assure you, for reasons I am unable to elucidate here, if this prisoner is allowed to escape, the world will suffer."

* * *

><p>Chicago, the location of the fire:<p>

"Pick up the pace, kid." The black man said as he pulled on the device that he and the other man were pulling out of the sewer. "We've gotta get your contraption out of here before some do-gooder figures out what really happened last night."

"Do-gooder?" The other man said. "Who talks like that?" The two of them pulled the device up and into the van that they parked near the man hole. "This is so lame… we've got a multi-directional electromagnetic field generator. We could probably use something like this to bust Magneto out of the hoosegow ourselves."

"Breaking Magneto out of SHIELD's pad isn't going to be as simple as me helping you escape that supermax, Forge." The man said as he pushed the device the rest of the way into the van. "Besides, the big man has a master plan. We're just here to—"

"Hey!" A woman yelled at them from behind. Both turned to see a blonde woman standing right behind them with a flashlight shinning in their eyes. "You guys can't be here! This is an active crime scene!"

"Truer words…" The black man said spinning around and bringing his foot across the woman's neck. Forge heard a crack and the woman fell to the ground, no longer moving.

"Did you have to kill her?" He asked rubbing the back of his head.

"Boss's orders." The man said as he bent over and picked up the police officers hat. "Any humans who interfere with us are supposed to get axed." He placed the hat on his head and smiled. "Anyway, a healthy body count is kinda Magneto's calling card, you know?"

The man began to change. His brown skin slowly turned into a milky white and the short dark brown hair began to grow longer and change into the light color blonde that the woman had.

"It's all part of his mystique…" The woman that the man had just killed said as she adjusted the hat on her head and smiled at Forge.


	21. Issue 66

Ultimate X-Men:

Issue 66

Magnetic North: Part 3

Cyclops opened his eyes and looked confused at first, "What is this?" He demanded as he looked around and tried to figure out where he was.

Something looked familiar about the place but he couldn't quite put his finger on it. For that matter he couldn't really think how he had gotten out of the air plane that he had been flying. Scott looked around again and suddenly realized where he was and anger washed over him. This was a memory from his past; a memory he thought he had forgotten a long time ago.

"You tell me, Scott." Jean said appearing out of nowhere and walking up behind the man. Jean watched as the memory of Scott and Lorna were laughing and playing around a trash dump.

Lorna lifted her hand in the air and a huge chunk of metal floated from the ground. It started to bend and change shape as Scott blew beams of his red energy into the air and helped formed the metal chunk into a heart shape.

That burned. "I tried to summon your most vivid memory of this Dane girl and this is what your mind pulled out." Jean said, her voice sounding a little tight.

Scott ground his teeth and clenched his jaw. "Stay out of my past, Jean." Cyclops said waving a hand threw the memory and making it disappear.

"Scott, please." Jean sounded hurt, but quickly recovered. "I just want to know why you never even mentioned her to me before."

"We were just kids when we started dating." Scott sounded more annoyed than angry. "Lorna was the only person like me I'd ever met… except for my brother, I mean. But I was always more school than girls, and Alex was pretty much the opposite."

The dark memory turned into a bright one. Green grass slowly appeared as a blue sky grew overhead. "In the end, she chose him over me." Birds flew by Scott and Jean's head as they watched two figures appear in the memory. "I can't say I blame her."

"Do you still have feelings for her?" Jean asked holding her arm with her other hand, afraid of what he might say. Jean watched as Lorna and Alex were laughing and playing on the ground. There was a picnic that didn't look like it had been touched.

"You know how important you are to me." Scott said looking at the woman and away from the two mutants in the field.

"That's not what I asked." Jean said looking at Scott. "Your first love is trapped inside some cell, maybe for a crime she didn't commit." Scott turned away from the scene and started walking away from the three mutants. "I'm just wondering did Professor Xavier send you to Chicago to stop Alex or to stop you from breaking Lorna out of prison yourself." Jean asked while she turned to walk with the man she loved.

"You tell me, Jean." Scott said stopping and turning to the young woman. "You're the one who spends so much time inside the Professor's head."

"What is that supposed to mean?" Jean said narrowing her eyes at the man and sparking up with flames around her. Before Jean knew it she had consumed the entire memory with flame and nothing but she and Scott existed.

Scott shook his head looking around at the flame that didn't touch him or burn. "I'm sorry. I didn't mean that." He said taking a step closer to the woman who moved closer to him. "It's just my brother and I have fought before, but not like this. I'm worried we'll end up…"

"Shh…" Jean said wrapping her arms around his neck and laying her head on his shoulder. "You're going to take care of everything, babe. You always do. Come home soon. I love you so much it hurts, okay?" She said as the fire around them began to dissolve.

"I love you too." Cyclops said as he was pulled out of the memory and brought back to reality. He was flying the X-Wing across the country and seating near Wolverine.

Wolverine leaned over in his chair and looked at the man flying the plane. "Please tell me you ain't talking to me." He said in a gruff voice.

"Oh, but Logan…" Scott said with a smile…

Wolverine laughed, "A joke… from you." Wolverine turned his head to look out the window. "We must be dying today."

* * *

><p>The Triskelion:<p>

"So, how does this place compare to that death island where they were hunting you, Longshot." Fury asked as he walked next to the man that was tied and being wheeled through the halls of the underground part of the building.

"Burn in hell, Fury." Longshot spat at the man. "Just 'cause this joint serves three hot meals a day doesn't mean it's not as much a hate crime as Krakoa."

"Who said anything about three hot meals?" Fury asked glaring at the man behind him. "Anyway, thanks to whoever tipped us off to your last hiding spot, you just got yourself some new neighbors."

Longshot looked around the hall at all the cells that people had in them. Instead of bars holding the people in, it was some form of energy that was being past back and forth through the opening.

Fury looked through one of the openings and smiled at the woman who was punching her fist at the energy shield. "How's life Oyama?" He asked with a laugh.

She screamed at the man as she punched the wall. "It's my body, Fury!" She hissed. "How can changing it be against the law if it's my body?" Fury huffed. "It was done in Canada!"

Fury continued to walk down the hall and waved at the next cell. "And this crazy is Essex." Longshot peered into the cell and saw a man tied up, tied up in a straight-jacket. "Not quite right in the head. He's been on permanent suicide watch ever since he tried swallowing his own tongue."

"The child is coming. The… the master will be reborn…" Essex was muttering, rocking back and forth.

"He's supposed to be one of the smartest men on the planet…" Fury shook his head.

Fury walked up to an empty cell and pushed a button on the side of the wall. The blue energy that acted as a door died and the opening opened up.

"What is this?" Longshot asked as he was being wheeled into the single room. "The ghetto where the Ultimates hide all the lowly muties?"

"They're not mutants, kid." Fury said looking at the man. "They're just screwed-up humans who illegally pimped their own rids." Fury pushed the button and the blue energy popped on again. "We figured you're no more dangerous than these genetically modified wannabes, so we threw you in here with them."

Fury smiled as the man narrowed his eyes. "We keep the real threats downstairs." Fury said with a sneer as he turned and walked away.

* * *

><p>Somewhere else in the Triskelion:<p>

"It appears you trapped my queen." Magneto said, pushing out his lips and placing his chin on his hand.

Lorna and Magneto were sitting in the middle of the plastic prison, playing chess. It seemed to Lorna that it had been days since all this happened, but it was only day two.

"Yeah, right." Lorna said shaking her head. "Only because you let me."

"Lorna, I have lost a handful of battles in my time, but never by choice." Magneto said looking at the board, wondering where he would move next.

"That's all the world is to you, huh? One big game?" Polaris asked with disgust. "You hate humans so much; they're just expendable pawns to you?" Lorna pushed herself from the table and glared at the man. Her long green hair flowed over her shoulders and she crossed her arms over her chest.

"Young lady, I don't kill humans out of hate…" Magneto said placing the piece he had picked up and placed it back down on the board. "I kill them out of love."

"Excuse me?" Lorna said in disgust.

Magneto sighed as if he had spoken of this many times before. In fact he had, but never to a 'captive' audience. "When the Americans dropped the first atomic bombs – the seeds of our unique race – it was not because they hated the Japanese." Magneto said as he brushed a hand through his white hair. "It was because they loved their brothers, and wished to save them from a long, costly war in the Pacific theater."

Polaris looked at the man as he explained his logic to her. "Similarly, when you or I take "innocent" human lives, we do so to spare the blood of our fellow mutants. We do so to show the people of this planet that our kind will not surrender quietly to their bullets, their poison gas, their Sentinels."

Lorna started to form tears in her eyes and they began to spill over her checks. "Whether or not you're killing those humans was an accident—"

"It was!" Lorna screamed, the tears flowing faster. "I swear!"

"Whether or not…" Magneto said over the crying woman. "I assure you that doing so helped ensure long lives for your loved ones in our community, who will once again be rightfully feared by those who wish to destroy mutantkind."

"I didn't mean to hurt anyone…" She cried as she pushed herself further away from Magneto. Magneto pushed himself away from the table and walked over to her.

"Come here my child." Magneto said, pulling the woman to her feet. "People like us make the sacrifices others cannot." He wrapped his arms around the woman and she cried into his shoulder. "It is our gift to the future."

* * *

><p>Somewhere on the outskirts of New York City:<p>

"We are completely lost, aren't we?" Alex asked annoyed. Alex and his group of mutants were speeding down the road lost somewhere outside the city. Alex didn't know how long they had been driving; he stopped looking at the clock when he noticed that they had turned down the same street three times now.

"I told you, Alex just because I'm from New York doesn't mean I know how to get there!" Roberto yelled at the man as they speed down the highway in the red car they stole from Emma's school. "Visiting your stupid school was the first time I ever left Harlem!"

"Maybe... we should pull over and ask for directions." Sam said from the back seat of the car. Jean-Paul looked at the man and smiled.

"Sam, you have no idea how men work, do you?" He asked in one of his innocent, I'm fluttering with you voices.

A loud banging noise brought everyone's attention to the front of the car as yellow smoke filled their vision. After the smoke cleared they saw a blue skinned demon staring at them.

"Guthen Abend, Herr Summers!" Nightcrawler yelled as they sped down the road. "I trust ve are all wearing our safety belts?"

Alex slammed on the breaks as he yelled at the mutant on the hood of the car. "Get out of the way!" Nightcrawler smiled as he teleported away and Alex gasped as he realized he was heading straight for a metal pole on the side of the road.

Alex slammed his head into the airbag as it flew out of the steering wheel. He pulled his head away from the bag as he shook his head, trying to gain his vision back.

"Stand down, Alex." Cyclops said as the rest of the X-Men piled out of the X-Wing. As Alex slowly got his vision back he saw that Cyclops was flanked by Kitty, Storm, Nightcrawler, Wolverine and another mutant who was flying next to Storm. "You're outmanned."

"And out-womanned." Kitty said with a rough laugh.

"Exactly." Storm said with a smile. "So why'd we have to total their ride?"

"These men are quite dangerous, Storm." Nightcrawler said, yellow smoke bellowing around him. "Next to Cyclops' brother is Roberto something, a headstrong fighter vith whom Marvel Girl, Wild Child and I once sparred." Nightcrawler pointed at the man in the back seat. "And behind him is Jean-Paul Beaubier, the Level Six speed demon who survived a brutal attack by the man known as Sinister."

"Who's the lanky goofball in the back?" Wolverine asked as a blond man slowly got out of the car.

"Name's Guthrie, sir." The man said as he shut the door with a bang. The door clicked shut, but then fell off the car as Sam took a few steps closer to the team. "But folks call me Cannonball."

"The Cannonball?" Tempest said, lightning flowing around him.

Sam smiled at the comment and shot at Wolverine with quick speed as his legs lit up as he hit Wolverine at full speed. "You got three guesses why." Cannonball said as the two of them cannonballed up into the air.

As the two disappeared into the sky the rest of the X-Men looked up trying to follow the light that Cannonball was producing but finally lost it. Cyclops shook his head as he dragged his sight away from the sky and at Nightcrawler.

"Nightcrawler, go pick up what's left of Wolverine!" He barked out orders. "Shadowcat, make the other passengers intangible before they come to!"

Shadowcat nodded her head as she made her way to the broken car. "Fine, but after this mission, I'm totally changing my codename. Shadowcat is so 1980's… I want something a little more –" She grunted as something sped past her and hit her in the face.

"Kitty!" Cyclops yelled as she began to fall to the ground, but stopped as Northstar appeared out of nowhere, holding her in a very suggestive manner.

"Sorry, princess, but I can't let you people keep us from Lorna." He said as he carefully laid the young woman on the ground.

"Your fast kid…" Storm said as she floated down towards Northstar from the sky, lightning spilling out from her balled fist. "But I doubt you're faster than lightning."

"Try a double team of lightning." Tempest said as he floated down in the other direction of Northstar. Northstar looked at the source of the voice and smiled at the young man.

"Your pretty handsome…" He said with a slight smile. "But I think my new pal is hotter than a sunspot!"

Storm and Tempest looked in the direction that Northstar shot his chin as they saw Roberto power up. "I always knew you X-narcs were just lookin after yourselves." He shot his power at Storm who screamed and crashed into Tempest.

"Enough!" Cyclops yelled as he shot a huge blast of red energy at Roberto. It hit the man in the chest and he flew back ten feet. Cyclops looked around at the car when he heard a door shut.

He saw his older brother, Alex walking towards him. "Check out the brother. Still putting on the alpha male routine for the ladies, huh?"

"Give it up, Alex." Cyclops said, balling his fist and budging out his muscles. "If you throw down now, it's gonna be to the death."

"Sounds like a plan." Alex said raising his hand and sending a powerful blast of mutant power at the man.

* * *

><p>Somewhere else over New York City:<p>

Angel and Dazzler flew high over the city, flying in the direction they were told not to go in. "Alison, Professor X told us not to get involved with the Lorna Dane situation." Angel said as they soared past some of the taller buildings in the downtown area.

"No, he just told us to stay out of trouble." Ali said smiling up at the young man, who was holding her by the arms. "But if trouble happens to find us while we're out on a perfectly innocent date…" She giggled at her own wit.

"Ali," Angel mused. "I don't think I have ever heard you giggle.

"Come on War." Alison took on a more serious voice. "You and I have been on Xavier's naughty list for weeks. But if we nab this Summers brat before he does any damage, maybe the Bald one will start playing us in heavy rotation again."

"But Cyclops is already—" Angel said, but Alison over rid him.

"You don't send a shepherd to catch a black sheep." Alison said with a sly smile. "A teacher's pet like Cyke is never gonna be able to predict how a bad boy like his brother thinks." She pointed at Angel and then at herself. "Us, on the other hand…"

"I don't know Ali…" Angel said, moving the girl so he was caring her in his arms, instead of holding on to her, letting her dangly in the sky. "I have this sinking feeling something awful is gonna happen tonight."

"Settle, if Xavier kicks us out of the Institute, we'll just hit the road. I'll put Dazzler back together; maybe you can join the band."

Angel smiled down at the woman as she wrapped her arms around his neck. She smiled back at him and reached for his lips.

"I don't even know how to play an instrument." Angel said as he felt her breath on his face.

"All you angels know how to sound the trumpet, right?" She smiled as she almost reached his lips. "You just put your lips together and…" They kissed as lights exploded around them. Angel really made Dazzler feel like a whole different woman.

* * *

><p>"What are you doing?" Cyclops yelled as he absorbed Alex's power. When the power faded away Cyclops shot a beam of red energy at the man. "After all our stupid fights over Lorna, have you honestly forgotten that our powers do jack to each other?"<p>

"Not at all, Scotty." Alex said as he walked through the beam of energy and smacked the man in the head with an iron pole. "Have you forgotten why I usually won those fights?" Alex said as Cyclops collapsed to the ground.

"God…" Jean-Paul whispered as he walked over to the two men.

"No, it was all him, Jean-Paul." Alex said dropping the iron rod that he was holding. "He let me beat him. Scott had to put on a good show for his teacher, but he's giving me a pass here. He wants me to rescue Lorna."

"Uh…If you say so." Jean-Paul said, shaking his head.

"But Sam, and the new kid…"

"Have done enough already. Lorna may be their classmate, but she's our friend." Jean-Paul said as he lifted Alex over his shoulder. "Come on, heavy. We're running the last leg of this race alone."

A few minutes later Nightcrawler and Logan teleported in the same pace that Northstar and Havok had been standing. Both mutants looked around and Nightcrawler gasped.

"What happened?" He said letting go of Logan and looking around at his fallen friends.

"What does it look like, fuzzy?" Wolverine asked, sniffing the air around him. "We got schooled." He said as he kicked some rocks on the street.

Wolverine walked over to Storm and Tempest to make sure they were okay, when he saw they were still breathing normally he went to check on Kitty. Nightcrawler walked over to Scott who was slowly getting to his feet already.

He placed a hand to his forehead, searching for Jean's link to him.

_I'm sorry Jean. We'll make it to you guys as fast as we can, but we've got prisoners and wounded to deal with here. _Cyclops mind spoke to Jean.

* * *

><p><em>Relax, honey. In the unlikely event your brother makes it past me, Phoenix and Colossus will still clean the floor with him.<em>

Iceman looked up at Colossus and Phoenix, realizing that Jean was no longer listening to him. "Did you hear, the Prof said that speedster kid you visited in the hospital a few weeks back might be part of Alex's little raiding party?"

"Are you talking about Jean-Paul?" Colossus asked Iceman as he looked down at Phoenix. Colossus smiled down at him and placed a big metal hand on his shoulder, reassuring the other man that everything would be fine.

"This isn't date night guys." Jean said looking at the two men. "Right now, we need to focus all our attention on keeping Havok and company away from the Ultimates' clubhouse."

"That won't be necessary, miss." The group of mutants turned to see who had spoken. It was the Ultimate's themselves that had come to talk to them.

"Who's the hottie with an A on his head?" Phoenix asked smiling at Captain America. Colossus coughed and gave a tiny shove at Phoenix who smiled up at him. "What, you can blush at the name of Jean-Paul, but I can't think another guy is a hottie?" Colossus narrowed his eyes at the man, but smiled as he looked at the group of Ultimates that had joined Captain America.

The group of mutants watched as Quicksilver and the Scarlet Witch joined behind the tall man as Iron Man flew down along with Wasp and Black Widow. "The club will take it from here." Captain America said.

"And that voice…" Phoenix whispered.

"Okay, stop it. You're making me jealous." Colossus said pulling Phoenix behind him.

To Be Contiuned.


	22. Issue 67

Thanks for reading people! I'm gonna go ahead and finish this story arch up today! I know this was a fast and hectic week, but I don't have any internet at the house, so when ever I go to starbucks I was uploading chapters, lol. So it's a lot, I know, so sorry. However I do want to say that I really enjoyed rewriting this story... I hope everyone enjoys it too!

One final part after this and I will be uploading today!

Thanks for reading and please review!

Ultimate X-Men:

Issue 67

Magnetic North: Part 4

The Academy of Tomorrow:

"This is epic." Doug said smiling at the computer screen. "I am beyond amazing." He laughed as he pushed himself away from the computer. "Ms. Frost!" He shouted as he turned in his chair and looked at the woman who was grabbing some papers off of another desk. "I've been scanning footage of all the traffic cameras around that building where Lorna supposedly whacked those people and—"

"Mr. Ramsey." Emma said shaking her head and sounding tired. "You're supposed to be reorganizing our library's catalog as punishment for failing to notify me of your classmates' plans." Emma walked over to what Doug was looking at on the screen. "Besides, I've already watched every gruesome moment of video from that day."

"Yeah, but not from three days before the accident." Doug said. "Besides, I finished the reorganizing hours ago." Doug turned back to the keyboard and typed some buttons. "Check it out; I caught these two people planting some kind of machine under a manhole cover right by where Lorna was standing."

Emma leaned over the boy's shoulder to take a better look at the screen, she almost gasped as she was watching what was happening and what this could mean for Lorna.

"I don't know who the black dude is, but I ran the Indian guy's profile through SHIELD's facial recognition program and it says there's a ninety percent chance this is Forge, some mutant felon who used to run with Magneto."

Emma watched the computer screen for a few moments before smiling. "Douglas, I could kiss you!" Emma said, sounding astonished. "But remind me to take away your computer privileges after this is all over… hacking into SHIELD computers…"

"Um… okay…" Doug said as he daydreamed about Emma Frost kissing him.

Emma pulled her cell phone out of her pocket and hit a button. "It's Emma. I need you to get in touch with Fury. She's innocent, Charles. Lorna Dane is one step away from being a free woman."

* * *

><p>New York City:<p>

"Well, this wasn't part of the plan." Jean said staring at the Ultimates. Colossus quickly took a defensive step in front of Phoenix. Wild Child stood ridged as she sniffed the air and Iceman looked dumbfounded at the appearance.

Jean was the only one who didn't look or smell worried.

"Take your friends and go home, kid." Captain America said taking a step closer to the five mutants. "Unless you want a repeat of Russia."

"Wait, when were you guys in—" Iceman began to ask.

"Russia?" Phoenix asked.

"Quite, both of you." Jean hissed. "We're just here to help, Wasp." She told the tiny woman as she flew up to Jean.

"And we're not ungrateful, Marvel Girl, but the Triskelion is our jurisdiction." Wasp said hovering next to Jean's face.

"Which is why we're across from it, so we can stop Alex Summers before he ever reaches your little island." Jean said, placing her hands on her hips.

"Yeah, if we leave Havok to you, you'll just lock him away before he even gets a trail… just like you did to that girl." Colossus said, balling his fist up.

"That's not fair. Lorna Dane was a special case." Iron Man said, sounding hurt or sounding as hurt as a man in in a metal suit can sound.

"You're wise to be wary of Americans, Rasputin." Black Widow said. "But I assure you that the Ultimates can be trusted."

"That's where it begins!" Phoenix yelled at the two humans in armor. "First, locking mutants away on this island of yours and then the concentration camps that kill us." Phoenix shook his head, fire surrounding him. Everyone looked at the teenager surrounding himself in a fire that neither burned or seemed to produce any heat.

Jean looked at the man remembering that power, a part of her craving that power.

"Don't you think that you're over reacting just a bit?" Wasp said flying closer to the teenager surrounded in flames.

"Why should we even trust a team that's got these two psychos, on it?" Iceman yelled, pointing at Scarlet Witch and Quicksilver. "Quicksilver and the Scarlet B here nearly killed us a while back!"

"You have every right to be angry, young man, but our extremist days are behind us." Wanda said, placing a loving arm on Quicksilver's shoulder.

"And while she may be sharing a cell with our reprobate father, I can personally attest that Lorna is receiving excellent care." Quicksilver said.

Alex quickly scanned the group around him with his mental powers, there was something coming off of Quicksilver and Wanda that he couldn't quite place… something, different.

"What did you say?" Colossus asked taking a step forward. He stole a glance at Phoenix who had yet to power down and then shook his head.

"What the hell is wrong with you people?" Captain America turned on the two mutants on his team. "Haven't you heard of state secrets?"

"You people?" Wanda said with a sick twist of her words.

"Forgive me, Captain, nothing runs faster than my mouth. But I'd presumed the children's professor would have told them…" Quicksilver said shaking his head, a slight smile spreading across his face.

Phoenix powered down and looked at Jean, who was frowning. "I'm beginning to think there's a lot he doesn't tell us." Jean said looking at the young man.

"Something's not right here… this is… bigger than us." Phoenix whispered to Jean.

Phoenix looked around and noticed that Wild Child had disappeared, he smiled before he opened his mind up, sending a message out to the woman.

_Wild Child… I want you to sneak away and get to the…_Phoenix began.

_ Already on it, Phoenix! _Wild Child spoke back.

* * *

><p>Somewhere close to the city of New York, Northstar and Havok were racing down the highway. Well Northstar was the one racing, and Havok was riding on the man's back.<p>

"You sure you can get us across the pond to the Triskelion, Northstar?" Havok yelled over the rushing wind.

"Well, sure is a strong word, Alex." Northstar huffed as he shifted his weight and started running faster. "I've run over water a few dozen times at the academy pool, but one hit from the super-type is all it's gonna take to knock me into the drink."

"I'm not concerned about the Ultimates." Havok said looking at the man. "I've been studying footage of them taking down the Hulk, and I think I've pinpointed a few vulnerabilities. Besides, the rest of the X-nerds are probably waiting for us, too, so we might be able to play both sides against the middle."

Jean-Paul smiled but shook his head. "And if that doesn't work?"

"Failure isn't an option, pal. We're the only people who can pull Lorna out of the jaws of hell."

* * *

><p>"Checkmate." Lorna smiled as she moved her piece of the board game to block Magneto's moves.<p>

"After only eleven games? Most impressive, Polaris." Magneto said with a laugh as he slapped the table. "Your natural aptitude for strategy astounds me. I will never understand why your teacher selected Havok for class president over you…"

"How…" Lorna looked confused and pushed herself back from the table. "How do you know about Alex?"

"A story for another day, perhaps." Magneto said standing up from the table and pushing his chair back in place. "For now, I regret that I will soon be forced to take leave of this humble chamber."

"What are you talking about?" Lorna looked up at the man, confusion crossing her face. "You're a terrorist."

He turned around and smiled down at the woman. "I believe they are about to be commuted."

Lorna stood up so fast that her chair toppled over, she took a few steps back and looked worried. "You think you can escape?"

"Escape is such a charged word." Magneto said placing his arms behind his back. "Regardless, it is my hope that you might join me on the outside."

"Me?" Lorna asked pointing to herself. "I can't. I hurt all those people and—"

"Stay here and the humans will torture you for what you did to their wretched brethren…" Magneto said, pulling the woman closer to him. "But come with me and I will reward you for boldness. You can be a leader in my Brotherhood, not a follower in some pacifist cult."

Lorna shook her head, her green hair fanning out behind her. "I'm not like you."

"Indeed." Magneto said. "But without polar opposites, this planet would spin off its axis. You and I need each other, and the world needs us." Lorna looked at the man and then away from him. "So then. What do you say?" He asked her.

She took a deep breath and then looked at the man. "I say that Magneto has to be the most stupidest name of all time."

Magneto looked at the girl, a dark expression crossing his face. "Maybe I didn't make myself clear." He said with a deep calm voice. "I wasn't asking." Magneto grabbed the plastic chair he had been sitting in and slid it across the floor as he walked closer to the woman. "You were never anything more than another cog in my glorious machine."

Lorna moved back as Magneto walked closer to her. "If you come near me, they'll see." Lorna whined as the older man drew closer.

"I have a feeling "they" are otherwise occupied…" Magneto said as he brought the chair up under Lorna's chin, hitting her hard and making her fly a few feet backwards.

* * *

><p>"Anyone else just hear that?" Captain America asked looking around them. Everyone looked around, wondering what the man could be talking about.<p>

"Sounded like a car backfiring…" Bobby said looking around.

The wind picked up around them and Jean looked up into the sky see there were no clouds. "One of you conjuring this windstorm?" She asked as she looked to Wanda and then Phoenix.

"This isn't wind." Quicksilver said turning around. "That blast was a sonic boo—" Quicksilver never had a chance to finish what he was going to say and he flew a few feet away from the rest of the group.

Captain America took a defensive stance as he started shouting orders. "It's Summers! Iron Man, secure the perimeter! Widow, get these dam civilian kids out of here!"

"No, this isn't Alex." Jean shouted as she felt the brush of wind again. "It's his friend."

"How did Jean-Paul get this fast?" Colossus asked as he too felt another brush of wind.

"Chill people. I've got Speedy on target-lock." Iceman said pointing in a general direction.

"Negative!" Captain yelled as he realized where Bobby was pointing. "Hold your fire! Hold your—" Captain American yelled as Iceman frozen him in place.

Didn't you just de-thaw him?" Phoenix said as he took to the air, fire spreading out around him.

"Oh, crap…" Iceman said as the Wasp flew by him and shot a laser beam at his chest. Iceman yelled as he collapsed to the ground as Wasp pumped the boy full of energy.

"What are you doing?" Colossus yelled at the tiny woman. "It was an accident!"

"Take five, bug!" Jean said sending a huge amount of telekinetic energy at the woman. Wasp screamed as she fell to the ground.

"Wanda, do something with the telepath!" Iron Man yelled as he shot bolts of energy at Colossus who easily blocked them.

Wanda looked at Iron Man and then back at Jean wondering what she could do. Her powers were starting to act weird and she didn't know if she could control them anymore. She felt that weird feeling inside of her again as she gathered her power at her hands and she smiled. "My pleasure, Anthony." Wanda said sending a hex bolt at Jean.

"Don't!" Jean yelled as the bolt hit her and she realized she was no longer in the middle of the fight. "Where am I?" She asked as she looked around. She shook her head and placed a hand to her forehead. _Scott, it's me. After you guys drop off Alex's cohorts, any chance you could make one extra stop._

Jean looked around and sighed. "How did she do that?" Jean said as she read the sign she was next too. "New Jersey? She when did she get the power to teleport people?"

* * *

><p>The Triskelion:<p>

"I can't believe this worked." Forge said popping out of the water that surrounded the island. "Thanks to those brats back on the mainland, there's no one is minding the store. We're actually gonna be able to break into the freakin' Triskelion without a fight." The man said as he pulled himself out of the water.

"Don't get cocky, Forge." The woman next to him said, taking off her mask and taking a deep breath. "The Spandex crowd may have their hands full, but they're not the only security this joint has."

"Nothing the low-recog polymers in our stealth suits won't hind us from."

"These things will only us past the hull and through the vents." She told the man, looking down at her wet suit. "Where's the rest of your electromagnetic field generator, anyway?"

"I fit all the components into this backpack.: Forge said pointing to his back. "I told you, Mystique, if you gave me another three hours, I'd probably be able to squeeze it inside a wristwatch. There's nothing I can't build" He said rather smugly.

"And there's nothing I can't break." Mystique said pulling out a gun and cocking it.

* * *

><p>"What did you do with Jean?" Colossus roared as he lifted Wanda off the ground with on fist. Wanda screamed as he took her by surprise and looked up into the sky seeing Iron Man and Widow fly towards the two.<p>

"Stand down, big man." Iron man said pointing his open palm at Colossus.

"We'll use lethal force if we have to." Black Widow said coming from another direction.

"Yeah, mutant life isn't worth much to you guys, is it?" Havok asked from behind Black Widow.

"Took you long enough…" Northstar said, panting. "Almost out of breath here…"

Iron Man stopped flying when he noticed Havok standing below him. "Black Widow, take him out. I'll deal with the metal man."

"Summers… I would say I want to talk about this…" Black Widow said flying towards the young man. "But I don't want to lie to you."

"Shove it." Havok screamed as he sent a powerful blast of energy at the woman. She screamed as bits of her armor fell off and she fell to the ground.

"Black Widow!" Iron Man said as he watched in horror at his friend falling. He went to fly towards her but found out that he couldn't move.

"Were you forgetting about someone?" Phoenix said, floating down into the view of Iron Man.

"Look son, I don't know who you are but you have to understand… the woman is a killer."

Phoenix smiled, his eyes glowing a bright yellow. His voice grew deep and dark as he lifted a hand and pointed it at the man. "You act like I care…" He flicked his wrist and Iron Man's armor exploded away from him. The blast was so powerful that it hit one of the gas tanks that was nearby and it exploded. Tony Stark, the Iron Man, flew to the ground, all his metal pieces falling around him.

* * *

><p>A few hundred feet above the battle Angel and Dazzler were flying past a huge explosion. "Oh my god…" Angel said shaking his head. "What's happening down there? We've got to help them!"<p>

"That's what Alex wants us to do, Warren." Alison said pointing to the big building across the water. "We're trying to think like he would, right?"

Warren flew the girl closer to the building, away from the battle. "This is probably just a distraction, so Alex's school chums can sneak by and bust out Lorna." Alison said as the wind rushed past her face. "Use those eagle eyes of yours to scope out the scene, see if anybody sticks out…"

"You're… right!" Warren said, sounding a little surprised. "Over there." He pointed in the general direction of the building. "Two people heading into the Ultimates' base and not exactly through the front door."

Warren gathered some speed and closed the gap between them and the building. "Wait a minute! That's Wild Child! She just entered the same way as the other two did. Let's follow them, Ali!""

"Whoa, back up, flyboy." Dazzler said shaking her head. "You want us to break into a prison? Maybe we should tell the Prof?"

"And you call me a big chicken." Angel laughed as glided across the wind currents. "You and I are in this together, aren't we? We've come this far might as well go all the way…"

Down below, Wanda was being held by one hand by Colossus as Alex and Jean-Paul walked closer to the two. Colossus was looking up in the sky at Phoenix who had completely ripped Iron Man's armor apart and started to float back down to the group.

"I hope you children are ready for a vacation in Guantanamo." Wanda said trying to jerk her way out of the big man's grip. "Between Iron Man and his girlfriend, you've just damaged technology worth the combined GDP of several civilized nations."

Phoenix floated down between Alex and Wanda, still glowing a bright yellow, fire surrounding him. "Then they should have made it more… durable."

"This isn't about money!" Alex shouted shoving past Phoenix. "It's about the girl I love being locked up with your monster of a father!" Alex shouted.

"And you're going to be locked up, too Alex… unless you surrender now." Colossus growled at the man.

"Don't you just love it when he gets like that…" Phoenix whispered to Jean-Paul. The other mutant smiled at him and then looked a little surprised…

"Are you two…"

"You're not a sheep like my brother, Colossus." Alex said over the two mutants. "Think for yourself here."

"Peter, right?" Jean-Paul asked the big man, looking at Phoenix and then at Colossus, wondering if the two were a couple. "Why not help us? We're going through with this with or without you, but we could use your, um, muscle on the inside."

Phoenix finally powered down and looked at the two mutants. He agreed with them, but not in the manner that they were doing it.

"I…" Colossus said, looking a little confused.

"Oh, enough already!" Wanda yelled, powering up her fist filled with mutant energy.

"NO!" Havok shouted as he sent a powerful blast of energy at the two mutants. Colossus and Wanda both flew back, not even able to scream as they landed back a few dozen feet.

"No!" Phoenix yelled as he pulled Alex and Northstar closer to him with his telekinetic powers. Alex's eyes went wide as he balled his fist. "I wouldn't try using your powers, I shut them off." Phoenix voice had gotten dark again; he narrowed his eyes as Alex tried to say something. "Don't ask… this telepath thing is still new to me… I wouldn't want to break your mind by accident."

He placed both mutants down, but still didn't let go of them telekinetically… "Now… I don't agree with how you are going about this…" He looked over his shoulder at Colossus, who was now in his human form and shook his head. "But I feel this is… wrong…" He let go of them. "I want to help…"

Phoenix stole a quick glance back at Wanda and Peter, he sighed as he entered the woman's mind. Phoenix traveled through the woman's mind and cringed at what he was seeing, the woman was slightly insane.

Before the fighting began, Phoenix had felt something in the air but he couldn't find it before they were attacked. Phoenix thought he knew what is was, but wanted to be sure.

And then he found it.

A key to something big, something that would change their world forever.

A part of Phoenix started yelling at him, he could stop it now, could stop all of it from happening, or at least part of his future. Wanda Maximoff was a key to his dark future.

But the other part of him, the dark side, just smiled at the possibilities.

* * *

><p>Inside the building Forge and Mystique finally made their way into the plastic cell that Magneto was in. "Hello, my love…" She said as she opened the doors and walked into the room.<p>

"Mystique?" Magneto narrowed his eyes at the woman. "Is that really you?"

"The eyes may be fooled by a woman's disguise, but the heart never fails to recognize." She smiled as she morphed into her normal, blue skinned self.

"Do you have to go through this routine every time you two see each other?" Forge asked, rolling his eyes.

"Any trouble getting inside?" Magneto asked ignoring the man standing behind the woman.

"Nah, we only had to exterminate a few dozen primates or so on our way down here." Mystique said.

"But getting out is gonna be the hard part, boss." Forge said crossing his hands over his chest.

"Yes, Fury's probably already called in the cavalry." The woman said looking down at Lorna who was still knocked out.

"Never fear, my friends." Magneto said walking over to the girl and picking her up. "Just get us beyond the confines of this plastic nightmare and I shall handle the rest."

* * *

><p>Angel and Dazzler were walking down a hall filled with dead people. "Look at all these bodies…" Angel said, sounding a little scared. "I guess…that explains why we didn't face any resistance following Alex's crew in here."<p>

"You think they did this?" Dazzler said shaking her head, looking at all the dead people. "How could high school kids have murdered—"

"Help!" A voice yelled as the two walked past a cell. "Get me out of here!"

"Check it… Oyama." Dazzler said point at the woman behind the blue energy wall. "Isn't that the chick Storm said she gave the smack down to?"

"You're Ororo's friends?" The woman hissed. "I'll kill you all!" She screamed.

"Sucks to be you, freakshow." Dazzler said sneering at the woman.

"Ali, this isn't the time for –" There was another huge explosion and Angel grabbed onto Alison. "What was that?"

The woman groaned her hands went to her face, she felt something pulling at her skin. "I don't know, but my face…" She moaned as felt all her piercings move. "It feels like…" She screamed as everything metal flew from her face, blood pouring out of the open wounds.

"Your… your piercings?" Angel said looking at the young girl who was crying from the pain.

"And those were just the ones you can see…" She moaned as she buckled over in pain. "What the hell is happening…" She asked looking up at him as she placed an arm around his neck.

"The whole building is moving…" Angel said looking around.

"No…"Dazzler said shaking her head. "Just the metal parts… I think…"

All the metal around the cells exploded inward, electronic filling the hallways. Dazzler screamed at the same time that Angel yelled.

"Oh, no…" Dazzler said as she noticed that the cell doors had been forced open.

"Sucks to be you…" Deathstrike said as she walked out of her cell and pointed a hand at the woman. Her nail grew at an amazing speed and it pierced through Dazzler. The woman didn't even scream as she fell to the ground.

To Be Continued…


	23. Issue 68

Part 2 of my update today!

Starting Sunday I will be posting at least 2 chapters a week to sail right through Kirkmans run and then starts an Xplosive chapter that I have been trying to come up with for months! Hopefully it will all go well!

Read and Review please!

Ultimate X-Men:

Issue 68

Magnetic North: Part 5

"I'd give anything to see the look on that cripple's face when Fury tells him you just released every last prisoner in this join." Mystique laughed as she rested her gun across her shoulders walking down the hall with Magneto and Forge.

Sparks flew into the dark air as the three walked down the cell block. Everything was trashed right down to file papers that rustled as the trio walked to the next area of the prison.

"Mystique, I appreciate everything you've done, but sometimes I wonder if your undying loyalty stems from respect for me or hatred of Charles Xavier." Magneto said looking at the woman as the group walked over dead bodies and sparking wires.

"Magneto, you're asking me?" The woman asked looking at the old man. "We all bought into Xavier's dream until we got a look at the sick brain behind it. He gave me his word he would never hurt me, and then he stabs me in the back. And for what, that prissy low life-wanna-kick-you-in-the-face-Frost?"

"Here we go again…" Forge rolled his eyes as he walked behind the two mutants caring Lorna.

"I despise him as much as you, but this is about more than just one man." Magneto said pulling the woman closer to him. "Are you prepared to make the ultimate sacrifice for our cause?"

Mystique looked up at the man, losing her words and breathe before she nodded her head. "I think so…"

"Then this is where you and I must part ways." She looked at the man, a little surprised and he smiled down at her. "My friends, welcome to endgame."

* * *

><p>"Alison!" Warren yelled as Deathstrike laughed pulling her metal nail out of the girl's stomach.<p>

"What's the matter, mutie?" She hissed. "I thought your girlfriend liked getting pierced."

"Guards! Anybody!" Angel yelled down the hall looking back and forth, but no one was there, no one could help them… everyone was dead.

"Save you voice, freak." The woman narrowed her eyes at the young man.

"I think it's time you fight someone who doesn't have a problem with killing you." Wild Child said running out of the darkness and crashing into Deathstrike.

The woman screamed as they both crashed into the floor, Wild Child's bone claws sinking into the woman's chest.

"Get off you little muchkin!" Deathstrike roared as she rolled over, throwing Wild Child to the side of the hall. Wild Child flew back and landed on her feet, a pile of dust bellowing around her. Without a pause she charged at Deathstrike again, growling.

Deathstrike hissed as she sent her metal claws at Wild Child but the girl easily missed them and jumped into the air, quickly falling down on the woman again, claws digging into her flesh.

"You may be unbreakable…" Wild Child said as the woman grunted with the force of the impact. "But I know your weakness." Wild Child twisted her hand while her claws where still inside Deathstrike and she screamed as she pushed Wild Child off her again.

"What… What did you do?" She moaned as she slowly got to her feet, blood pouring out of her mouth.

"Think of it as a switch… I turned you off." Wild Child said.

"What…"

"Weapon X designed all their weapons with a switch. Yours was in your lungs…" Deathstrike's eyes went wide with fear. "Oh, don't worry, you still have a healing factor, but now, you're just killable…"

"No…" She moaned as a pair of hands slide around her neck.

"We muties like to look after our own…" A dark voice said from behind the woman.

"No!" Deathstrike screamed as her neck was snapped.

"I don't think that was nessacery…" Wild Child said looking at the tall blond man that appeared out of the shadows.

"Longshot." Longshot said.

"Get away from us!" Angel yelled as he quickly regained his senses from watching the fight. "Rose, that man is a murderer!"

Wild Child narrowed her eyes at the man and backed away from him, her claws still extended.

"We have to get Ali some help!" Warren yelled as he jumped into the air with Alison and took off down the hallway. Wild Child took one final glance at the blond man and shook her head, quickly running down the hall to try and keep up with Warren and Alison.

"You're welcome…" Longshot said while he looked to the floor.

"Mutants don't have to duh-duh-die, you know…" Essex said from another cell across from Longshot. The blond mutant looked across the hall and saw the man that was in the strait jacket. "For those who puh-puh pledge allegiance to Lord Apocalypse, death is just one more stage of ev-ev-evolution…"

Longshot shook her head and leaned against the door frame. "Shut your mouth, Essex. Keep rambling and maybe I'll kill you…" Longshot looked behind him as he felt someone coming up from behind. "Oh… Lord…" He said, eyes going wide.

* * *

><p>Northstar ran across the water while Phoenix flew carrying Havok in a telekinetic bubble. It was something new to Phoenix, but he had figured it out in a snap. The control he was gaining over his new powers was amazing.<p>

He had always had telekinetic powers, but to this level and degree, it was just unheard of. Yeah maybe when he was older and more experienced, but the power that he was admitting was just… unnatural.

"You're pretty fast, Phoenix…" Northstar said as he sped forward.

"We are not friends…" Phoenix said as he flew at the same speed not even looking at Northstar.

"Faster guys!" Havok said as the three hit the island and began to fly up the wall of the very tall building.

"I'm running against gravity, ingrate!" Northstar said as he charged forward. "Besides Lorna is in a cell. It's not like she's going anywhere…"

The three rounded over the ledge and found themselves on the roof, face the face with Magneto, Forge and Lorna.

"O ye of little faith." Magneto said pointing at the three mutants.

Northstar yelled as metal railings wrapped around him. Havok powered up and Phoenix consumed himself with flame. "Let her go!" Havok yelled at the much older man.

"Power down, Havok." Magneto warned the young mutant. "I appreciate you and your companions dealing with the Ultimates for me but make another move and Forge here will snap your girlfriend's supple neck." Magneto said waving a hand at Forge who placed his hand around the girl's neck.

"She dies and they'll be scraping up what's left of you…" Havok said narrowing his eyes at the man.

"Such a willful boy." Magneto growled. "If you would only leave behind your childish textbooks, you'd make an excellent addition to my Brotherhood."

Havok spit at the man. "Get bent."

Magneto lunged at the man, his huge fist wrapping around his neck, getting ready to snap it. "And who might your friend be?" Magneto mussed looking at Phoenix up and down. "I don't think we have ever had the pleasure…"

"And we never will, tool." Phoenix said lifting his hands.

"I wouldn't if I were you, you see—" Magneto began but was cut off.

"Drop him, Buckethead!" A voice shouted from above them. "If anyone's gonna kill my brother it'll be me!" Cyclops said through the intercom of the X-Wing.

"They must have gotten his stupid helmet out of storage." Jean said placing a hand to her forehead, trying to scan the man's mind. "Mags isn't responding to psychic commands."

"We are so dead" Forge said from below the X-Wing.

"Calm, yourself Forge." Magneto said waving a hand at him. "Just jeep your infernal machine close to me and all will be well."

Magneto waved his hand and the X-Wing exploded into a million different pieces.

"No!" Phoenix yelled as he watched his friends fall from the jet.

"Scott!" Jean yelled as a Phoenix bird burst from around her, her hand stretching out to reach the man she loved.

"Gott in—" Nightcrawler yelled as he teleported from the broken X-Wing.

"Ahh…" Storm yelled as she grabbed Wolverine and began to fly towards the roof. "We have got to put you on a diet!" She joked with him.

"Just drop me!" Wolverine yelled at her. "I can survive hitting the water, but Kitty'll drown!"

"Conner can save her!" Storm said looking for the young mutant, but he had seemed to disappear. "Where did he go?" She said looking around for the young man that had disappeared. "It doesn't matter…" Storm said as she grunted. "You're slipping!" Storm yelled as she dropped the man.

"Ahh!" Kitty yelled as she flew closer and closer to the water.

"Go tangible!" Iceman yelled at the girl as he produced an iceslide around her. She huffed as she landed in Iceman's arms and she looked at the young man.

"Bobby?" She gasped through tears.

"Yeah, guess Spidey was busy, huh?" Iceman said smiling at the young girl. "Sorry for cutting it so close, but last thing I remember is getting knocked out by some Tinkerbell wanna be."

Kitty laughed, "You're so cool." She blushed, not knowing if she was joking or being serious.

"That mean we're friends again?" Bobby asked as Kitty wrapped her arms around Bobby's neck.

"Let's see if we live through this first, Frosty…"

"Storm, blow back any flying shrapnel!" Cyclops backed orders as everyone gather on the roof. "Nightcrawler, 'port the hostage out of here!"

"Scott, no!" Havok yelled shaking his head. "You'll get Lorna killed!"

"Don't worry Alex…" Forge said, eyes going wide, a bright yellow glow around them. "She's in good hands now that I'm controlling the Jack of all trades here." Jean said through Forge's voice.

"Shadowcat, phase Northstar out of his –"

"SILENCE!" Magneto roared as he realized he was losing this battle. "Bark one more order, and I send every last bit of scrap in the tri-state area plunging into this whelp's heart."

"Well now that just seems over kill…" Phoenix said inching himself closer.

"Stop or he dies." Magneto said simply.

Cyclops's face muscles tensed as he glared at Magneto. "It's already over, Magneto. You just don't know it yet."

"Cyclops, you remain the least threatening boy alive. You can't hit me without hurting him."

"For a guy who claims to know about brotherhood…" Havok said with a slight smile.

"You don't know much about brothers…" Cyclops said as he sent a huge burst of red energy towards the two mutants. The blast went right through Havok, not hurting him and smashed into Magneto, sending the man flying across the roof.

Alex and Scott walked up to the man who had hit his head against the far wall. "Nice shooting, four-eyes." Havoc laughed rubbing his neck.

"You're an easy target… loser." Cyclops smiled at his younger brother.

"Wait… I'm so confused…" Kitty said reaching up at Northstar and pulling the man through the twisted metal.

"I heard of this…" Phoenix, "Some family members having no effect on each other with energy protection…"

"Alex…?" Lorna said finally beginning to wake up. "Alex!" She yelled as she jumped away from Storm's arms and ran towards the man she loved. "I knew you would come for me! I knew it!"

"Is that jealousy I sense…" Jean said leaning on his shoulder.

"Please. A little sadness about losing my plane, maybe..."

"Hey… does anyone know where Tempest is…" Phoenix asked looking around the group.

"Weapons up!" A deep voice yelled from the other side of the building. "Howling Commandos, sedate magneto and put him in neural locks!" He glared at the X-Men on the roof. "The rest of you, get away from my other prisoner."

"No!" Polaris yelled as she held out her hands in a defense position. "I'm sorry for what happened, but I won't let you put me back with that monster."

"Wait! General Fury, Lorna is innocent!" Scott yelled.

"I am… but, Scott?" Lorna said looking at the man, confused.

"She was framed. The Professor contacted us on our way here. He has information that exonerates her."

"Yeah, he called us too. The girl may not be guilty, but her boyfriend is." Fury said, pulling a gun out of his jacket.

"Of what?" Havok yelled. "I was trying to help an innocent woman!"

"I just lost an entire platoon putting down a prison riot that could have been contained a long time ago if my big guns hadn't been busy with Alex here. You're under arrest for superhuman sedition, a crime that comes with a lifetime stay in Camp X-Factor."

"Now wait just a minute… you piece of—" Phoenix began, but was cut off.

"Give it a rest, Fury." Logan said jumping over the ledge, soaking wet. "Magneto got your boys killed, not some stupid high schooler. But you got blood on your hands too. If you hadn't handed that girl over to the Devil himself before you had all the facts, this mighta gone down different."

Fury put his gun away and glared at the mutant standing near him. "These kids have suffered enough. Let 'em go." Wolverine said

"Or what, Logan."

"Or I tell the White House about the cave. Maybe your Commander in Chief would like to know what you had me do to that boy last year without the Prez's say-so."

Fury looked at the man and then at the group of mutant teenagers standing around him. He shook his head and glared at Logan. "Get out of here, all of you. But you can tell Xavier that the X-Men's relationship with SHIELD is over. From now on, we're enemies, and the next time my people bump heads with you brats in the field, I'll put you all under—"

"Help!" Angel screamed as he landed on the roof. Everyone turned to see the man holding on to Alison. "Please help me. She's dying!"

Wild Child jumped up on top of the roof right behind the two mutants.

"What happened?" Phoenix asked. Wild Child just stared at the group, not being able to say anything.

"Medic! Now!" Fury yelled as a group of men ran away from him to go get the supplies that they needed.

Northstar looked at the group of X-Men and then at Havok and Polaris. "Who is that?" He asked, somewhat disgusted at the way she was looking.

"Her name is Alison…" Havok said looking down at the ground. Polaris had tears in her eyes as she cried into Havok's chest.

"She's one of us." Storm said holding on to a crying Kitty. Everyone else looked like they were about to cry as well.

Phoenix looked at Wild Child, neither one of them were as emotional as the others, but this is something that they had lived through before, many times before.

This is why they were here… to stop things like this from happening.

* * *

><p>Westchester General Hospital: One Week later<p>

Angel stood in the hospital room, looking down at the young woman that was lying in the bed, not moving. "Don't morn for her yet, Warren." Xavier said rolling into the room. "I believe Ali still has a chance of waking up from this coma. Her mind's voice is distance, but it is far from gone."

Angel looked at the man as he came closer and he shook his head. "Now we have two mutants in here… and missing another mutant."

"There is still no word from Conner… I can't even find him with Cerebro." Xavier said looking concerned. "The doctors say that Blink's mind is showing more activity then lately. They think she may be waking up soon. Phoenix and the rest of his team are with her right now."

"I'm so sorry, sir. This time it really was my fault." Angel said looking down at his feet. "I understand completely if you want to expel me from the Institute."

"I'm glad to hear you say that, Warren." Xavier said, smiling up at the young man.

"So you are kicking me off the team…" Angel said with a sniff, a single tear running down his check.

"Yes and no." Xavier said turning his chair so he could face the young mutant. "Your expulsion is merely a front, an excuse for you to become one of the handful of secret operatives I occasionally utilize for delicate missions."

"You want me to go undercover? Where?" Angel asked confused.

"In Emma Frost's Academy of Tomorrow." Xavier said placing his elbows on his knees and rested his chin on his palms. "You will transfer to her school after your dismissal. It is clear that Emma cannot be trusted to keep an eye on her students, so you will keep an eye on them for me." He paused for a moment and sighed. "And on Emma… something is amiss with her and I do not have the time to check on it myself."

"Why me? Why not someone like Phoenix or Kitty…" Angel asked looking down at Ali, not wanting to leave her. "If I agree, you have to promise to reenroll Alison if she ever… when she wakes up." Angel corrected himself.

"You have my word." Xavier said, not blinking an eye or showing a sign of emotion.

* * *

><p>Back at the school Peter was sitting on the center of the couch while he talked on the phone. Alex had wrapped his knees under him and was leaning up against the big man, his head resting on his chest; eyes closed as he almost fell asleep against the rhythm of Peter's breathing.<p>

"No, I'm fine. I had a killer headache for a few days, but Alex helped me through it… his telepathy powers are getting stronger every day." Peter laughed as the voice on the phone said something. "Yes, Phoenix, the gorgeous strawberry blond…" Peter said taking a big hand and rubbing Alex's back as he squeezed the big man tighter.

"Yeah, well, no hard feelings. You guys were just doing whatever it took to protect your friends and I can respect that." Peter smiled as Nightcrawler jumped next to the man.

The blue elf looked a little confused at the sight before him and Peter's smile faded away. "Yeah, no. I got to go too. E-mail me some time."

"Who was that…" Nightcrawler asked as he cocked his head at the two mutants. Alex slowly getting up off Peter and smiling at Nightcrawler.

"What's up blue?" Alex said trying to pull himself away, but Peter pulled Alex back and wrapped his huge arms around the tiny man.

"Kurt, I think it's time that I came out with my feelings toward Alex…" The big man kissed Alex on the check and Nightcrawler's eyes went wide with surprise.

"I…I…" Nightcrawler didn't know what to say and just teleported away in yellow and orange smoke.

"Well, I think that went rather well." Alex said looking at them man. Peter sighed and put his head in his hands.

"The more things change, huh?"

"Peter… it'll be—"

The door opened to the living room and Phase and Charger walked in. Alex jumped to his feet, laughing and crying at the same time. "Oh my God!" He tried putting his arms around both of them, but couldn't even reach half way around Phase. Whipping his tears of joy away Alex punched Michael in the shoulder.

"Don't do that again!" He laughed as he whipped another set of tears away.

"Hey! I went after her…"The huge man smiled down at Alex. Peter had finally gotten up and walked over to the two mutants, shaking Michael's hand and hugging Anna.

"I can't hit a girl…" He moaned as he threw his arms around Anna. "God, how I missed you two!"

"Sorry to cut this happy little reunion short…" A voice came from behind the two.

"Rouge!" Peter and Alex gasped at the same time.

"Is that really you?" Peter asked taking a few steps closer to the woman.

"Still trying to figure that one out, mon ami." She said with a Cajun accent.

* * *

><p>New York City:<p>

"You have a visitor, old man." Quicksilver said over the intercom. Magneto was sitting at the table looking at the chess board. The man hadn't moved for hours and Quicksilver showed his annoyance in his voice.

"Tell Xavier to go away, Quicksilver." Magneto said not turning away from the chess pieces.

"No, not Xavier." A woman hissed as she stomped down the hall and into the cell.

"Ah, Miss Frost." Magneto said when he turned around to look at the woman. He gave the woman warm a warm smile as he nodded at her. "To what do I owe this pleasure?"

"Shut up, Erik." Emma said throwing a finger at the man. "I'm just here to tell you that, if you or your underlings ever come near my school again, I will make you suffer before you die." The woman stopped stomping and placed her hands on her hips, narrowing her eyes. "Charles may be against the death penalty, but I'm sure as hell not."

Emma turned herself into diamond as she started screaming in the cell. "By the way, your epic plan failed completely. You're back in a box where you belong, and only a single lowlife escaped, and that's just because he got lucky and slipped through the cracks."

Magneto turned back in his chair and looked down at the chess board, smiling to himself. His eye's flashed a bright yellow as his smiled faded. "Yes, he sounds very fortunate indeed." Erik moved a piece of his game bored and his smiled deepened. "Since when did you place your school above your students, _Emma._

The woman froze, her diamond appearance disappearing. Without saying a word the woman turned around and worked out of the plastic prison.

A few short hours later Emma found herself in her penthouse apartment in New York City. It had been a long two days and she deserved a break from those horrible little rats she was forced to call students.

She poured herself a deep red glass of wine and sighed as she took a long sip. How it was so tiring being Emma. A beep announced that someone was calling her from her computer monitor. With a wave of her hand it turned on. Emma looked at the image but couldn't make anyone out due to the darkness of the video feed.

"Has it been done, Frost?" A voice said through the intercom.

Emma sighed and stood up from her couch, walking over to the screen. "Yes, Shaw."

"Good… How goes the other plans we discussed?"

Emma smiled as she walked away from the screen and towards a door in the wall. She pushed the button and the door slid open, revealing a small dark room. "As much as I can at the moment. The students nor Xavier realize what has happened."

Lightning flashed behind her and lit the room up, revealing another woman chained to the wall. She looked badly beaten and bruised.

"And Emma?" The voice said.

"Emma has been dealt with." The woman posing as Emma Frost said, her dark smile deepening.

"Excellent, Cordelia. With Emma out of the way we can slowly train an army to bring forth the Phoenix. The Hellfire Club will rise again."

* * *

><p>The night of the breakout:<p>

"Okay, I get that Mystique started impersonating you after the breakout…" Longshot said walking down the sewer next to Magneto. "But how'd she fake your powers?"

"With the same electromagnetic field generator Forge used to frame Polaris, my dear Longshot." Magneto said looking forward and balancing himself on the side of the wall.

"Unbelievable." Longshot said in awe. "An escape where the captors don't even realize their prisoner is gone! You're a genius, sir."

"Perhaps, but fleeing unnoticed would have been highly improbable without you weighting the odds in my favor." Magneto said looking down at the man. The pair of mutant's splashed as they walked through angle deep water. "Which is why my agents tipped off Fury to your whereabouts when my old equipment informed them of your presence in the Savage Land."

"So you're the reason I ended up in the Triskelion?" Longshot said, looking at the man with a little confusion. "But, you couldn't have anticipated—"

"Every move of a grandmaster's game is played in his mind long before he achieves victory at the board."

"Wow…" Longshot said shaking his head and crossing his arms behind his back. "So what's next? Do you re-form the Brotherhood? Attack the White House? Kill every last human on the planet?"

"No, those are yesterday's ideas, my friend." Magneto said as the two walked out of the sewer and into the sunlight. Magneto and Longshot closed their eyes so they could adjust to the rising sun. "It's time for something—"

"Magneto…" Magneto looked up at the source of the voice and smiled at the man. He had heard that Xavier had found himself some new students and one of them had the same abilities as young Lorna… and himself. "We need to talk." Conner said as he floated in front of the two men.

"I was excepting you… Tempest." Magneto smiled up at the man.

The End.


	24. Issue 69

OKay! So starts the long run of Kirkman! After talking to a few people and thinking about some stuff I have decided to change more stuff then I original planned, lol... I guess that is a good thing however. Today is the start of a 30 issue run that will end in me having 100 issues (50 in total). Expect a ton of the original issues, but even more content mixed in. Kirkman started out strong, but it quickly faded out for me and I plan to change that. Expect a wild ride and I hope you enjoy it as much as I write it!

* * *

><p>Ultimate X-Men:<p>

Issue 69

Date Night: Part 1

Scott walked into the danger room looking for the man that he considered a father figure. The scene he walked into surprised him.

Xavier was sitting in his chair in a completely empty room. Scott opened his mouth to say something, but stopped. Xavier looked like he was concentrating on something, what Scott didn't know. The man would sigh, open his eyes, look up to the roof, shake his head and then sigh again, closing his eyes.

"Professor, what are you doing?" Scott asked taking a few more steps into the room. "We've been looking for you. I never even thought to look here."

Xavier didn't turn his head as Scott drew closer to him. He rested his finger tips together on his lap as he opened his eyes again and pushed his lips out. "I'm just thinking about Cerebro, Scott." Xavier said turning his wheelchair around to face the teenager. "What's on your mind?"

"Well, I just wanted to let you know that the entire team is taking a break tonight." Scott said as he met Xavier half way.

"That would be good for everyone." Xavier said as he stopped and looked up at Scott.

"Lately, it seems like Kitty is the only one who gets out doing anything…"He paused as he looked up at Scott and started to wheel away again. "And thanks for reminding me. I don't want to be late for my dinner date." Xavier said as he looked over his shoulder at Scott.

"You've got a date?" Scott asked, surprise filling his voice and face. "Oh, I get it." Scott said with a smile. "It's a business dinner but she's attractive enough for you to wish it were a date." Scott said smiling, looking forward.

"I think Jean is finally rubbing off on you, Scott." Xavier said with a laugh as the two rolled out of the Danger Room.

Scott just smiled, looking a little bit embarrassed and red crossing his face. "Actually, I think she made me say that."

Xavier smiled as the two made their way down the hall. "Remind me to start teaching everyone how to protect their minds more efficiently."

"Scott!" Kitty shouted from down the hall. "Are you and Jean going to the movies in the city or here in Westchester?" The two men turned to look at the girl. She was wearing her X-uniform and looking a little annoyed.

Scott shook his head. "Here."

"Blah." Kitty said placing her hands on her hips.

Kitty turned her head as she heard people coming up behind her. She saw Logan, Ororo, and Rose walking down the hall, talking to each other.

"Wolverine, can you…"

"No can do kiddo." Logan said looking at Ororo and then back further at Rose. 'Ro and I are taking our little Bud out for some… R and R."

"If it's a ride into the city you're looking for I can be of service." Xavier said smiling up at the girl.

"Omigod!" Kitty said rushing to give a huge to the man in the wheelchair. "Thank, you so much, Professor!"

Xavier's eyes went wide with the embrace, not expecting it and slowly put his arms around the girl with a return embrace. Kitty jumped off the man and walked down the hall along with Scott. "I just need to go freshen up." Xavier said as he turned into his bedroom.

"I'll meet you in the foyer." Kitty said grinning like the fifteen year old girl she was. Kitty and Scott walked down the hall, both deep in thought.

The two walked into the main hall of the building and saw Kurt standing there, tail twitching and his head moving back and forth.

"Has anyvaan seen the professor?" He asked as the two mutants walked closer to him.

"He's meeting me here in a minute." Kitty said waving her hand at him. "He's going to give me a ride into town."

"You and your new boyfriend going out to fight crime together again?" Bobby asked as he walked out of the kitchen and into the grand hall. Bobby glared at the young woman as he stuffed his face with some ice cream from his bowl.

"Ready to hit the road, lover boy?" Jean said as she walked down the stairs into the main hall. The group looked up at her and Scott smiled. She was wearing a tight shirt that cut off right under her chest, showing her toned stomach and a matching mini pleaded skirt.

"I've been waiting for you, Jean." Scott said as the girl wrapped her arms around one of his and the two walked towards the front door.

"Kitty, has the car service arrived?" Xavier asked as he, Peter and Alex came walking up the hall.

"I think that's it outside." She said as someone honked a car horn.

"What is it, Kurt?" Xavier asked the young man.

"Uh, Professor…" Kurt said stealing a quick glance at Peter and Alex, who had his arms wrapped around the bigger man's arm. "I vould like to visit Ali at the hospital. Can I use vaan of the cars…"

"Of course." Xavier said smiling at the young man. "Just be careful."

"Thank you, Professor."

Peter placed a big hand on Kurt's shoulder and he turned his head, looking a little confused. "You mind if we tag along?" Peter asked looking at Alex who looked a little confused. "Alex and I plan on going out later tonight, but we have some time to kill until then."

Kurt looked at the two men and screwed his face up…

"You know what, Peter. I would rather fly there." Alex said turning around from the man before he could answer. Peter looked at Kurt and pushed his lips out at the man, clearly not happy with him and then turned to follow Alex.

"What's goin on?" Rouge asked entering the hall from yet another room. "Where's everyone going?"

"Scott and Jean are going to see a movie. Alex and Peter are going to a club later, but first they're going to visit Blink and Alison in the hospital." Kitty began as she counted the list off on her fingers. "Storm, Wolverine, and Rose are doing their male-bonding routine. The Professor has a dinner date and I have a date with the wall crawler." She smiled as she looked at the girl and then over at Bobby. "Looks like it'll just be you and the ex at the Mansion tonight." She waved as she walked out the door.

Rogue watched as the rest of the teenagers walked out of the hall and then stole a glance at Bobby who was looking at her. She sighed as she turned around and walked back into her bedroom.

* * *

><p>Michael and Anna sat on the couch of the living room watching the television but not really watching it. They had been talking all day and they still hadn't gotten bored over anything.<p>

Michael had always had feelings for Anna, but he never really acted on them. How can a teenager living in a world almost on the brink of destruction ever fall in love.

Anna snuggled into Michael's big chest and she took a deep breath.

"What ya thinking?" She asked.

Michael sighed… "What do you think of Alex and Peter…" He had thought about the two for a while and he was happy for his friend and teammate, but something about it bothered him.

"What do you mean?" Anna asked lifting her head off Michael's chest and looking into the man's eyes.

"The relationship that seems to be…" Michael couldn't find the words he wanted to say. Anna slowly pushed herself off Michael and pulled her legs up under her, her long brown hair falling over her shoulders.

"You don't approve… or maybe a bit of jealousy?" She asked with a smile.

Michael smiled back at the girl and gave her a slight push as she laughed. "No, nothing like that…" Michael raised his arms and stretched his huge muscles as he moved his arms.

"We're in the past… all these people will be, like our parents or grandparents…" Michael stopped, knowing he sounded weird, but Anna smiled at him and nodded her head.

"You know, I didn't even think about that…" She uncrossed her legs and placed her head back on his shoulder looking back at the television. "Eww…" She said as she watched the show that was playing.

Michael laughed as he wrapped a huge arm around the girl and she snuggled further into his chest.

"You know, we don't know who are parents are." She said. "We're just named after them."

Michael stopped smiling for a moment. Anna didn't like talking about this, so it surprised him that she mentioned it at all. It was true, they didn't know who their parents were, but their names and their powers were that of the Legendary X-Men, so only one could assume. Michael smiled again hugged Anna tighter, thinking about the possibilities of what all this could mean.

* * *

><p>New York City:<p>

"I understand you're a religious organization?" Xavier said picking up his glass of wine. He had arrived a few moments late and the woman had already order a bottle of the finest wine in the restaurant.

The woman picked up her napkin and dabbed at her mouth. "Yes, Mister Xavier. The government recognizes us as an organized religion but we are so much more."

Xavier took a sip of his red wine and place the glass back on the table. "It would be wrong of me not to admit I have some trepidation about this proposed agreement." Xavier paused for a moment to look at the woman in front of him. "I assure you, though; I will hear you out, Miss… I'm sorry, what was your name again?" He asked for the fourth time tonight.

"Lilandra Neramani." The woman smiled, picking up her glass of wine and drinking out of it. "I am Majestrix of the Church of Shi'ar Enlightenment. I'm confident that we're going to become very good friends."

* * *

><p>Westchester General Hospital:<p>

"I don't understand him, Peter." Alex said as he stood over Alison. The girl hadn't moved in three days. She even looked like her breathes were starting to slow down.

"What's to understand?" Peter said, standing on the other side of the bed. He looked worried, more at Alex then at Alison. "He's our teammate and our friend."

"Peter…" Alex said moving stray strains of hair out of the girls face. "Did you see the way he looked at us… the way he looked at you when you told him."

"Alex it's something that he is going to have—"

Yellow smoke filled the room and Nightcrawler appeared before them.

"Speak of the Devil…" Alex said as he turned away from the man. "I'm going to check on Blink Peter, I'll give you two sometime." Alex said as he walked out of the room and slammed the door behind him. Peter whence as the door slammed and he looked at Kurt.

"Why did you use your powers? Visiting hours aren't over yet…"

Kurt rolled his eyes at the big man. "Look at me, Peter. I do not just valk in anyplace." He said with a hand waving at himself. He sighed as he turned to look at Alison and placed a hand on the bed.

"Y'know Peter… of all the girls at Xavier's I thought for sure she vould choose the demon over the angel…"

"I had no idea you had feelings for Alison." Peter said, looking at Kurt with pity. "She was an X-Man for such a short period of—"

"Crap!" Kurt said, grabbing onto the man as the door to the hospital room started to open. "Somevaan is coming!" He said as he teleported the two away from the room in a puff of yellow smoke.

A woman walked into the room and looked around it. "Okay, Alison, it's time for me—" She sniffed and then narrowed her eyes. "What was that?"

"Hello?" The woman looked around the room, thinking she might have heard something. "Is someone in here?"

"Good, Lord girl." The woman said walking closer to the girl on the bed. "I don't know what they're putting in your IV but I'm going to ask that they stop."

Peter and Kurt had teleported into the closet, it was a small space and made even smaller with Peter in there. He giggled as Kurt tried to back away from him. "Not vaan of my better ideas…"

"And to think... I just came out of one of these…" Peter smiled, thinking he was rather funny.

* * *

><p>The Outskirts of Westchester:<p>

"Rack 'em up, loser." Ororo smiled and she sat on the pool table watching the man reach for the balls. "Is that two in a row?"

"Yeah—" Logan grunted as he placed the balls in the rack. "And you might want to stop using your powers, like we agreed. Either this table is crooked or there are tiny gust of wind guiding your balls into the pockets." He smiled as he rolled the balls back and forth. "But you wouldn't know a thing about that… would you?"

"Not a thing…" Ororo smiled, jumping off the table.

"Stop being a sore loser, Logan." Rose said from a chair at the table the three were using.

"Rose, sore has nothing to do with it." Logan grunted as he walked over to the table and took a sip of his whisky. "It's your turn girl."

"I like watching…"

"No." Logan said lifting the girl off the chair. "You said you would play winner this time. We brought you here to let lose… After Conner's disappearance..."

"He's fine." Rose said picking up a stick, holding on to it so tight her hand was turning white.

"Chill, Bud. Take it out on the bad guys, not the balls." He smiled as he took the seat the girl was sitting in.

* * *

><p>Xavier's:<p>

"Oh my God!" Bobby roared with laughter. "That is freakin' fantastic!" He roared again.

Rogue walked through the halls looking for something to do as she heard Bobby laughing. Rogue stopped at the open door and then walked past it, stopping again. She turned around and repeated the process.

She took a deep breath and walked into the doorway. "Um… Bobby, what are you doing?" She asked as she leaned against the doorway.

Bobby turned around in his chair and smiled at the girl. "Watching funny videos on the internet. You can join if you want." Bobby said patting the bed next to him.

"Um… okay. If you don't mind." Rogue said walking into the room.

Bobby played the next movie and smiled as Rogue started to giggle. The young man stopped watching the computer screen and started watching the woman sitting next to him.

How he loved her.

Rogue looked over at Bobby and stopped smiling, watching the boy stare at her. "Stop it!" She yelled looking away from Bobby who was looking into her eyes. "You were just starin' at muh eyes weren't you?"

"Yeah, I think they're cool." Bobby said smiling. "Exotic-looking, or something… I like them."

"Really?" Rogue asked turning to look at the man. "They don't creep you out?"

"Nope. Not even a little bit." Bobby said inching closer to the woman. "You're as pretty as ever."

"Really?" Rogue said placing a hand on his shoulder. Bobby tensed, knowing what Rogue could do

"Those ain't muh powers anymore…" Rogue said inching closer to the man. "Since ah absorbed Gambit's abilities ah can touch anything." She smiled as she leaned closer to kiss the man.

Bobby looked down at where Rogue placed her hand on his shoulder while she kissed him and his eyes went wide as he realized that her hand was glowing pink. He pushed her away as the rest of his shirt started to glow pink.

"Rogue!" Bobby yelled as he fell to the floor, icing up. As he hit the floor his shirt exploded. He looked down at what was left of the shirt and nodded his head, eyes wide. "My shirt…"

Rogue smiled as she jumped on the man and kissed him in his ice form.

Bobby looked up at Rogue and looked a little uneasy. "Just so you know… I've never done this."

"Me neither." Rogue said and she kissed him again, reaching for his pants.

* * *

><p>Westchester Movies:<p>

Jean pulled Scott along the line of people as he was trying to look at the candy he wanted. "C'mon, Scott! We're going to miss the trailers!"

"So what, Jean?" Scott said not moving a muscle as she jerked on him.

"So… That's the best part!"

Jean quickly found some seats in the middle of the movie theater, not that it was going to be a hard find, there were three other people in there with them.

Jean watched as the trailers for other movies came on and turned her head to look at Scott, the boy was more enthralled with the popcorn then with her.

How it bothered her that Scott was so clueless sometimes.

_Boy, it sure is cold in here…_ Jean mind spoke as Scott placed an arm around her. Jean moved closer to the young man and leaned her head on his shoulder. _That's better…_

After a few moments Jean pushed herself off of Scott and looked at them. _We didn't really come here just to watch the movie, did we?_

Scott didn't take his eyes off the movie as he turned his face and pushed his lips out at the woman. Jean pushed Scott's face away. _Never mind. _She said with disgust.

* * *

><p>The Outskirts of Westchester:<p>

"Im gonna pee." Logan said jumping off the chair and walking towards the restrooms.

"Logan, don't take too long… Rose is about to lose." Ororo said as she learned over the table and shot at the ball.

"Sure, sure…" Logan said as he waved hand at the two girls.

As soon as Logan disappeared into the restroom a huge bear of a man walked up to the two young girls, smelling of beer and sweat. "Hey, sister… why don't you ditch the runt and mosey on over to my table?" He said with a rough laugh. He said standing so close to Storm she had to back away from the man.

"That would imply that you can find what you're looking for…" Rose said leaning over the table pushing the stick she held on to hard behind her and into the man's gut.

Another man walked up and smiled at the two girls. "I don't think he was asking…" He said as he grabbed for the girl, but she twisted and jumped back from the big man. "We was telling you how things are gonna be."

"I highly doubt that would work either." Ororo said walking to stand close to Rose who had taken a protective stance.

* * *

><p>Hospital:<p>

"Finally!" Kurt burst out of the closet. "I thought that voman vould never leave!"

Peter laughed. "Oh, being in there wasn't that bad."

"I thought you wouldn't have enjoyed it as much." Alex said staring at the two mutants as they fell to the floor.

"Alex!" Peter said in surprise. "How long…"

"Long enough to know you were starting to enjoy yourself too much, perv."

Peter blushed a horrible shade of red while Kurt quickly pushed himself off the floor and took a few steps away from the two men.

* * *

><p>Movies:<p>

"Jean!" Scott yelled as he tried to catch up to the woman. "What's wrong? We were kissing and then suddenly you just ran away from me."

Jean stopped running and turned around so fast her short hair whipped around her face. "What'd you do? It's what you didn't do Scott!"

"Jean…" Scott looked confused. "I honestly have no idea what you're talking about. Please, just this once… explain it to me."

Jean sighed, tears starting to form in her eyes. "For the leader of the X-Men, you are a total coward around me! I have to ask you to make every single move you've ever made on me!" She jabbed a finger into his chest as he flinched back. "I'm sick of it. It's just stupid, Scott. I'm psychic, I know you like me. I know you want me. I don't know why you can't just take that extra step!"

Jean leaned close to Scott, placing both hands on his broad chest. "I just want you to be... more... Please?"

Scott smiled down at her and grabbed the woman so hard she gasped as he bent her over and gave her a kiss so hard she tried to mummer something, but nothing came out.

"Well?" He asked as he pulled her back up to stand up straight.

"It's a start…" She smiled up at him.

* * *

><p>Outskirts:<p>

"That was fun…" Storm said as she grabbed her jacket and placed it over her shoulders. Rose smiled at the woman and pulled her claws back into her fist. Logan walked out of the restroom and saw that the place was totally trashed.

"What the…" He asked grabbing his things as the two girls walked out of the room.

"We had some issues with some of the… guys." Rose said as she waited for Logan and followed behind him as he walked out of the building.

"Causing more trouble, I see." A rough deep voice said from across the parking lot. The three mutants glared at the man standing before them. "That figures…" Sabretooth said as he pushed out his chest and extended his fingernails.

"Sabertooth!" Rose hissed as she popped her bone claws.

"You didn't die." Logan said holding out his arm to block Rose from attack the man.

Sabertooth snarled. "Who's the new pup?"

"You know Sabertooth?" Ororo asked the Rose who was growling.

"Sabertooth is one of the Betrayers." Rose said pushing her way towards the much bigger man. Ororo tried to hold her back but Rose was too strong for the girl.

"Ahhh!" She yelled as she jumped towards the man. Sabertooth took a step back as the two began to form some kind of dance of punches and claw thrust. Sabertooth began to smile as the two fought.

"Get out of there, girl!" Logan said charging into the two fighting. "I'm gonna pull Rose off him and then finish this."

Storm didn't say anything as she watched the mutants fight each other. Something struck her at that moment. Logan would never love her like she loved him. He was too damaged; he would never let anyone close enough after what happened to him.

Sabertooth jumped back as Rose thrust forward and the man twirled around slashing at the girl. Rose fell to her knees, blood and gore pouring out over her hands.

"Rose!" Ororo said sending a bolt of lightning at Sabertooth who easily jumped out of the way. He growled as he jumped over Rose and landed into Logan. Both crashed to the floor rolling around in the mud. Sabertooth landed on top and Logan pushed the man with his legs, making him fly backwards.

"You should have listened to your boyfriend, Storm." Sabertooth said wiping blood from his mouth and crouching to his hands and feet. He jumped at Logan who was waiting for the man.

Logan slid past him and charged into his back. Hitting the man hard he pushed him into the dirt. Sabertooth grabbed Logan's hands and flipped him over; making the man hit the ground hard, as Sabertooth jumped back up to his feet.

"Can't get a clear shot…" Ororo narrowed her eyes as she tried to aim a lightning bolt at the lightning quick duo. She stole a quick glance at Rose who seemed to be getting to her feet. Blood covered Rose's face as she growled and popped her claws in and out of her fist, checking to see if they were okay.

Sabertooth grinned as he smacked his forehead into Logan's. Both mutants paused as if neither one of them were expecting what would of happened. Both were ripped apart with such force that the two went flying twenty feet in different directions.

Logan landed on his feet and skidded back another ten feet watching Sabertooth do the same, popping his metal claws out of his fist.

"Remember these…" Sabertooth said standing up to his full height. Four claws were pointing out of his right fist, while only three were in his left. The two charged at each other again, just to be split apart by the same force of wind, but this time much stronger.

"Wolverine… watch out!" Ororo said as she poured more of her mutant power into the gust of wind.

Logan flew backwards, not being able to catch himself this time and slammed his face into a truck. He rubbed his nose as he picked himself off the truck. "Okay, Storm, you need to stop helping…" Logan yelled closing his eyes and snapping his noise back in place.

"Correct me if I'm wrong, Wolverine, but this one doesn't have a healing factor, right?" Sabertooth asked as Logan looked at the man. He was holding onto Storm. His huge arms wrapped around her while his fist with the four claws was touching Ororo's neck. "And before you get any ideas girl, I realize it's completely within your abilities to fry me with a bolt of lightning before I kill you, but you have to admit it'd be a risk."

Logan growled as he took a step closer but Sabertooth tsk at him. "Now, I suggest you three take a moment and relax."

Logan looked behind Sabertooth and saw Rose slowly standing up. "If you'll think back to a few seconds ago, you'll remember that you just attacked me… well your little friend did."

Logan looked at the man who grinned at him. "I didn't come here to fight…I came to talk."

* * *

><p>Westchester General:<p>

"I don't care what you think, Peter." Alex said as the two walked out of the hospital. The wind blew some of Alex's stray hairs into his face and Peter brushed them out of the man's eyes.

"He is our friend, Alex." Peter said simply, not knowing what else to say.

"Peter, the man is a hypocrite." Alex said walking out towards the parking lot. Peter quickly followed shaking his head. "I mean look at him… he's a mutant and he is bothered by the fact that you like men!" Alex shouted, a burst of fire energy erupting from around him.

Peter took a step back. "Alex, calm down."

"Peter…" Alex said shaking his head. "I'm sorry. I know he's your friend… but the kid… he's pretty messed up."

"Kid?" Peter grabbed Alex from behind and held him, Peter's head next to Alex's. "You're the same age as him." Peter suddenly let Alex go and then turned him around. "Wait, are you speaking from recent events or something about the future?"

Alex shook his head. "Nothing like that… Angl—"He paused at the name he was about to say. "Our mentor never mentioned Nightcrawler very much. He only mentioned some of the core X-Men… himself, Iceman, Beast, Jean Grey and Cyclops…"

"How come you never tell me about the future…" Peter asked.

"Because, you can't know what's suppose to happen… I barely know what happens. When I was old enough to remember anything most of the world had been destroyed… Top priority wasn't history lessons."

"Well, it's getting close to our reservations…" Peter said looking at his wrist watch. "Let's head back to the manis so we can get ready." Peter stopped for a moment and thought about what Alex had said. "Wait…"

Alex looked up at the man, Peter was pushing his lips out.

"You said he was a hypocrite…" Peter questioned.

Alex sighed and looked down at the pavement below his feet. "He… Nightcrawler isn't mad at me… I don't think he hates me either, or hates us for… for…"

"Loving each other?"

Alex smiled and looked back at the man that said what he couldn't. "Yeah… He's mad that you didn't tell him… He feels abandoned by all his friends and he doesn't know how to let you in again."

Peter looked down at Alex and nodded his head. "Well, that's just something that we will have to work on."

Alex smiled as he floated of the ground with his mutant ability. "Peter... I'm worried about him, it's eatting away at his mental state... he could break any day now." Alex used his mind and Peter slowly lifted off the ground as well.

Peter didn't know what to say at that. He was worried about his friend, but he was just too in love with Alex at the moment to care. He smiled up at Alex as a fire bird burst around them and they flew back towards the mansion.

* * *

><p>Upstate New York:<p>

Elliot Boggs woke up on the cold hardwood floor. He pushed himself up and noticed that he was only wearing his boxer briefs and it was cold.

"Hello?" Elliot yelled as his voice echoed backed. Elliot looked around and realized he was in a very large room that looked like it belonged to a very large house.

_This looks like my parents place, up state. _Elliot thought as he walked around the empty room and into the hall. _But I was in South America when I went to sleep…_

"Hello? Anyone?" Elliot yelled again as he made his way down the hall and into another hall. Elliot ran a hand threw his thick blond hair and sighed.

"Mom… Dad?" He yelled as panic started filling his voice.

Elliot started to pick up speed as he ran down the hall, passing empty room upon empty room. Something was wrong, he could feel it.

"Mom?" He called again as he came across a room with a door ajar.

"Ahh!" Elliot yelled as he pushed the door open and saw his mother and father lying in a pool of blood on the floor. "NO!"

Elliot fell to the floor, yelling. "Please don't be dead. What is going on?!" He yelled as he shot up off the floor and looked around the empty room.

"Police!" A deep voice yelled bursting into the room. "Put your hands up and don't move!" The cop said pointing a gun at the young man. Another cop burst into the room holding a gun and looking just a little scared.

"What are you doing?" The teenager screamed, as tears streamed down his checks. "Can't you see that my parents are dead!" He waved his hand in the direction of the dead bodies. "Help me!"

"That's right, kid!" The first cop said, eyes going wide with rage and his hands shaking from holding the gun so tight. "Your parents are dead because you killed them!"

"Me…" The teenager placed his head in his hands, tears still streaming down. "I couldn't have!" He screamed and ripped his head away from his hands to look at the cops.

But they were gone. He was now in an open field looking out over the dark purple skyline of the early morning. "Oh, no…" He said as he fell to the ground, feeling the chill of the wind on his bear skin. "What's happening to me?" He whispered.

"Hate to break it to you kid…" A man said, cocking a gun at him. "But you're a mutant and you're coming with us."

Elliot looked at the black man in front of him, he knew this man. It was Nick Fury! He worked with the President of the United States, why was he here?

To Be Continued:


	25. Issue 70

Okay, so sorry for the length. This is the end of Date Night and the start of one wild ride. Next up is **Phoenix?** and expected a ton of changes and some things that you thought you knew to be completely different! Hope you enjoy and please! Read and Review! thanks!

Ultimate X-Men:

Issue 70

Date Night: Part 2

New York City:

"The Shi'ar?" Xavier asked, looking confused at the young woman. "I'll admit my research didn't turn up much about your organization. What is your interest in my X-Men?" Xavier asked picking up his glass of wine and taking a sip.

Lilandra smiled at the man. "Mutants are the future, Charles. The Shi'ar invests in the future. That's how we've lasted as long as we have."

Xavier placed his glass down and looked at the woman. He crossed his arms on the table to lean on it and looked at the woman's eyes. "You'll have to forgive me. You've offered me a substantial amount of money to continue my work. That's just not enough of an answer for me."

The woman sighed as she picked up her glass and swirled the wine around. "I know you read minds… But, I'll oblige you." The woman placed the glass down and rolled her eyes at Xavier. "Just so you're aware, knowing you already know all this is very annoying."

Xavier smiled at the woman. "The Shi'ar believe in equality in all things. Your cause is very important to us, and in line with our beliefs." The woman smiled at the man, humoring him. "I think together we could do a lot of good."

Xavier placed his elbows on the table and rested his chin on his palms. "I see…"

"Charles, you're making me think you don't want our money." Lilandra smiled.

"I assure you." Xavier said taking his elbows off the table and placing them on his lap. "That is not the case. Miss Neramani, I have had problems with investors in the past."

Lilandra smiled at the Professor and took a quick sip of wine when the waiter walked over to fill her glass again. "Please, call me Lilandra. And I'm well aware of the incident with Sebastian Shaw." The woman brushed some of her long black hair behind her ear. "I completely understand your hesitation."

Lilandra shifted in her chair as her smiled deepened, showing some of her white teeth. "I am also well aware of your current need for our support. As a gesture of goodwill, we've already begun building a new X-Wing for you…" She paused as she let the information sink in for the man. "I understand yours was recently destroyed."

Xavier's eyes went wide with shock. "How did you…"

"We have members in every organization in the world, including SHIELD." Lilandra said smiling now that she finally shocked the man.

Xavier smiled at the added information. "I doubt Nick Fury would be pleased to hear about this."

"It's my understanding you two have had a bit of a falling-out." Lilandra said smiling. "Are you going to tell him?" She asked?

Lilandra grabbed the bottle of wine and began to pour herself another glass of the expensive white wine. "The fact is, we are far more than an organized religion. We have highly advanced compounds in five locations worldwide." She put the bottle of wine back on the table and picked up her glass and swirled the wine. "We have members in every corner of the world. Our contacts in Hollywood alone would make any housewife in the Midwest drool herself to death."

She sipped the wine and placed it back on the table, next to the bottle. "Aside from monetary support, there are near limitless ways our resources can be used to improve your operation."

Xavier looked confused at the woman, not really knowing what to say. "And this is something I'll certainly take into consideration. You do understand, I'll not allow the X-Men to become your personal errand boys." He put his hands together on the table and looked at the woman. "Our work requires outside funding, but we will not be bought."

"Our agenda is nowhere near that sinister." Lilandra reassured the Professor. "Although, there is one thing I would require from you."

Xavier's guard went up at the mention of a condition. "And that would be…?"

The woman smiled at him and cocked her head, her long hair falling over her shoulder. "It's nothing you'll be opposed to." Her smile deepened. "I promise."

* * *

><p>Xavier's:<p>

"Did you hear that?" Alex said as he tucked into his closet to find a shirt to wear at the club.

"Hear what?" Peter asked as he playfully kicked at Alex. Alex ignored the man as he pulled the shirt out and looked at it. It was a black tight shirt. Alex narrowed his eyes as he looked at it. He hadn't been able to get cloths since coming to his time and he wanted to do this… shopping… that thing Peter always talked about.

Alex took off his t-shirt that he was wearing and tossed it to the ground. He held up the shirt to Peter and asked the man what he thought.

Peter looked at the man in front of him. Alex was tall, not as tall as him, not many people were as tall as Peter, and he was well built with his medium frame. Alex was someone that Peter could easily fall in love with.

"Peter?" Alex asked again.

"Oh…" Peter grinned as he pulled Alex closer to him. Alex smiled as he fell on top of the man and straddled Peter on the bed. Alex bent down and kissed the big man, Peter fell in ecstasy as he moved his hips to better place Alex's weight.

"Peter, we need to get ready." Alex said as Peter pulled the man's face to his and kissed the man with such passion he wanted his eyes to roll back in his head.

"We have forty-five minutes before we have to be there." Peter smiled as he took off his shirt and threw it to the floor. "What I have planned shouldn't take that long…"

"Peter…" Alex groaned as he telekinetically turned off the lights.

* * *

><p>Outskirts:<p>

"You want to talk?" Logan said sliding his claws back into his fist. "Talk. But make it quick. I'm in no mood for this. And if you hurt the girl… even just a little… I'll make sure the cut goes all the way this time."

Sabertooth smiled as he tighten his grip on Ororo's body. "As I was saying before you attacked, after you almost killed me I was in a coma for a while. When I awoke, things were different." He smiled at the man. "Things didn't make sense anymore. When we were at Weapon X together, I always hated you. For some reason I had a specific, intense hatred of you."

Lightning poured out of the sky as rain fell down around them. "Never cared either." He growled as Logan popped his claws and growled back.

"I think I know why now… I've started to remember things." He smiled as lightning filled the air.

The rain fell down harder around the four mutants and the lightning brightened the dark sky. "What?" Logan spat. "What do you remember?"

"My memories were faked… just like yours." Sabertooth grinned at the man. "I remembered being at Weapon X before you arrived, but you were the first. Even the files I read on you were faked.

"They call me the poor man's Wolverine. They mock me because of who I am." Sabertooth growled gripping Ororo tighter to himself. "Haven't you ever wondered why we're so similar? I've got a healing factor. You've got a healing factor. We both survived the Adamantium integration."

Logan narrowed his eyes at the man, not knowing where Sabertooth was going with this. "I was brought in to replace you after you escaped the first time. I remember that now… They came after me to replace you. They were confident that same experiments that worked on you would work on me."

Lightning struck in the background, lightning up Sabertooth's face as he grinned a wicked smile. "Do you know why?" Sabertooth asked as his eyes went wide with rage and his muscles bulged. "I'm your son."

"No!" Rose screamed as she hurled herself at the man, plunging her claws into the arm that was holding onto Ororo. The man lost all control of his arm and Ororo jumped away from the man as Sabertooth twirled around punching Rose away from him.

Rose back flipped as she flew through the air, landed on her feet and skidded through the mud. "You are not his son!" She yelled as she prepared to lunge at the man again. "My father would never have spawned such a monster."

"Your…" Sabertooth looked confused.

"No…" Ororo moaned as she looked at Logan who looked at her. She wondered if he had already known. He didn't look surprised, he looked angry; in fact he looked like he was going to kill someone.

* * *

><p>Xavier's:<p>

Alex and Peter lay in bed with the lights still off. Alex rested his head on Peter's bear chest still thinking about what the two had done. He smiled as Peter's big chest went up and down as the man breathed.

Alex looked over at the desk and saw that they had missed their dinner reversions by fifteen minutes now and Peter was showing no signs of wanting to move. Alex shifted his head to get up but Peter quickly grabbed him and rolled on top of the young man.

"Where are you going?" He asked playfully.

"I wanted to get some water." Alex said smiling at the man as he bent over and kissed him on the forehead. Peter showed no signs of moving so Alex moved his hands down the sheets trying to find the area he was looking for.

Peter smiled as he thought he understood what Alex was doing, but then his eyes went wide as he flipped off of Alex. "Not fair!" He laughed.

"Come on…" Alex said getting out of bed and trying to find his sweat bottoms. "Are we still going out to the club?"

"Sure, if you want to…" Peter said snuggling into the bed smiling at the man. Alex stood near the door as he watched the man, smiling. "What?" Peter asked as he shifted to his side, the bed sheet he had wrapped himself in was getting dangerously close to his waist line.

"Nothing… I'm just…happy." Alex said opening the door. "You want anything?"

"No… thanks." Peter said as he jumped out of the bed.

Alex turned the light on in the kitchen and walked to the cabinet to grab a glass. He made his way to the sink and turned the water on. He let the water fill the glass and he looked out the window, thinking about what had happened to him and his friends since coming to this timeline.

_Alex… _A voice said in his head. _It's getting closer Alex… _Alex dropped the glass in the sink, water spilling everywhere. The voice was talking to him again! He had almost forgotten about it, the voice hadn't talked to Alex since coming to this time and Alex thought he was finally rid of it.

Alex began to separate himself from reality as the voice dragged him further into his mind, something almost like the astral plane that Xavier had taken he and Jean to not very long ago. _The beginning is coming… _Alex watched as a huge fire bird formed in his mindscape and took him along the time stream. Alex watched everything that Angel had told him about unfold before him. The Fall of New York… The Holocaust… the concentration camps and finally the Fallout…

Tears began to fill Alex's eyes as everything he learned and knew was being shown to him, he didn't know how it was going to happen or when, but he knew what was going to happen and maybe with this information Alex could stop it.

_ "_Alex?" A voice coming from outside the astral plane rang around. "Alex?" his whole mindscape began to shake as everything blurred. Alex slowly opened his eyes and realized he was back in the kitchen. Scott and Rogue were pulling Alex away from the kitchen and Rogue rushed over to a drawer to pull out a towel.

Alex looked down at his hands and realized they were covered in blood. He must have smashed the glass without realizing. While his mind was in the astral plane he must have tried grabbing for the glass.

"God, what happened?" Scott asked pushing Alex to the seat and Rogue wrapping his hands in the towel.

"It's back… She's back…" Alex said.

"Who?" Rogue asked taking a seat next to Alex.

Alex looked at Rogue and then at Scott, his eyes wide with freight. "The Phoenix Force."

* * *

><p>New York City:<p>

Lilandra's smile faded as she went for her glass of water on the table. "I, of course, don't expect any kind of decision tonight. I want you to think this over and then contact me so we can move forward." She picked up the glass, realized it was empty and sighed. She raised her hand in the air, summoning the waiter. "I'm confident you'll find our arrangement satisfactory."

When the waiter walked over she smiled up at the man and placed a graceful hand on his arm. "Can you be a dear and bring me another glass of water." The man smiled down at her and nodded his head. "Thanks."

"We've discussed your proposal for over an hour at this point, and while you're a religious organization you've said nothing about your actual religious beliefs." Xavier said placing a hand to his chin, thinking back at the pervious hour. "In fact, you sound more like a secret society than an organized government-recognized religion."

The woman smiled at him and pulled her hair back over her shoulder. "Isn't that the fine line every religion walks, Charles?"

Lilandra smiled again, white teeth shinning as she decided to humor the man. "I don't want to bore you with the details and origins of the Church of Shi'ar Enlightenment. On top of that, it would take much longer than one dinner for me to explain it all to you."

Lilandra took the water that the waiter brought to her and sipped it, placing it on the table she lined over it, resting her elbows on the hard wood. "We're a monotheistic religion, based on ancient texts dating back to the birth of this planet." She looked into the air as she placed a hand to her chin, thinking. "Let's see, what information can I give you briefly to appease you? Oh wait… I know…"

Her smile faded as she took a very serious look at the man and her glittering eyes stopped shinning. "We worship a god called The Phoenix."

Xavier's eyes shot open wide with shock. His body tensed as Lilandra's smile returned. "I take it you've heard that name before?" She picked up her glass of wine and sipped at it, swirling the red liquid.

Xavier quickly recovered from his shock and accessed his mutant abilities. "I'm sure you've immediately noticed that you can no longer move." Xavier said, his voice turning to ice. "That's my doing."

Lilandra blinked her eyes and almost looked worried; Xavier noted the look. "What have you done to me?" She asked.

"You should also know I'm looping the last ten minutes of our conversion into the peripheral vision of our fellow diners." Xavier informed the woman. "You could scream at the top of your lungs and no one would hear you."

Lilandra had the grace to move her eyes as if she was trying to cock her head. "No, Charles, I don't. Why are you doing this?" Her voice almost had a hint of concern in it.

"You said you worship a god called The Phoenix." Xavier's voice was laced with venom. "I've heard this before, from people out to harm my students." Xavier narrowed his eyes at the man and clenched his fist under the table. "You are going to explain to me, right now, exactly what your connection is to the Hellfire Club."

"Fine" The woman said, her eyes narrowing. "Enter my mind."

A few moments later Xavier and Lilandra were out of the restaurant and floating in what looked like space.

"Where are we?" Xavier asked as he found himself floating through space. "What are you showing me?"

"I don't…" Lilandra sounded confused at first as she looked around her. She placed a hand on the man's shoulder and gasped as she realized what was happening. A huge fire bird had formed near them and was flying in circles around a huge rock formation. "This is my visualization of the before times. This is how it all started." She looked at the man and smiled. "This is amazing Xavier…"

"How what started…" Xavier asked as he watched the bird complete another arch around the huge rock. And fly away.

Xavier thought he was looking at the full potential of The Phoenix and it truly frightened him.

"The Shi'ar." Lilandra said simply. Xavier looked at the woman in surprise and then beckoned for her to continue. "What we're seeing here is the great Phoenix in its prime… in the before times. Before it was hunted, persecuted, and imprisoned." Lilandra waved at the huge bird as it left the huge rock and it began to form into a planet. "It was free to roam this galaxy."

"We were told it was a devourer." Xavier said, giving the woman a sharp look. "That it held the power to demolish worlds."

"There is a fine line between death and destruction and the power to create." Lilandra took on a lecturing tone. "The only people who consider rebuilding and recreating as demolishing are the people who fear change."

"Who would that be?" Xavier asked rolling his eyes at the woman.

"The Hellfire Club." Lilandra said turning her head to look at Xavier. "Like all religions, you have your radicles."

Xavier looked at the woman, not sure of what to think next. "So you are not affiliated?"

"No." Lilandra laughed. "Our religion is based on peace and self-improvement. We believe the Phoenix will bring about a utopia for us all to live in, not that it is a force that'll remake the world for The Hellfire Club." Lilandra pushed back some stray hair.

Xavier waved the comment away and looked at the woman with scornful eyes. "Am I to just trust you on your word that you are in no way connected to them?"

"You're the world's most powerful telepath, Charles." Lilandra said as the universe around the two dissolved and they were both back in the restaurant. "You shouldn't have to ask me if I'm telling the truth."

"As a rule I never pry into the mind of anyone without permission." Xavier said simply.

"Myself and my organization would very much like to go into business with you." Lilandra said, smiling at the man. "We wouldn't dream of starting a relationship based on a lie." She tried to move her arms, but they were still locked in place. "I am an open book to you, Charles."

"Tell me everything you can about the Phoenix..." Xavier said sighing and looking at the woman. "…As you have come to understand it."

The woman looked at Xavier for a moment and thought about it, what could she say that would make sense without studying the religion? "In the before time the Phoenix was a great and beautiful entity freely roaming the cosmos, changing worlds at a whim. All were improvements, it is said that the Phoenix may well have been the spark that brought life to the universe." She paused and looked at the man sitting across from her. "The Phoenix's greatest creation became her undoing."

Xavier looked at the woman, wanting her to continue. "The life she created sought to control her. They amassed a great army, bringing together many civilizations. The war with the Phoenix lasted a thousand years and cost many lives. But in the end, she was defeated."

Xavier took a sip of water as the woman continued her tale of the god. "The Phoenix couldn't be killed. Their only solution was to imprison her, but ordinary means proved ineffective against such a powerful being. So they constructed a special prison around the Phoenix, a cage of sorts…"

Lilandra trailed off as she looked deep into her memory, trying to remember as much as possible to tell the Professor. "It remains to this day, unchanged, housing her at its center. It was a prison we would eventually call Earth…

* * *

><p>Xavier's:<p>

Scott lay in bed, curled up with his knees close to his chest. Jean lay the same way, but opposite the man, in a yin and yang position. Jean was touching her forehead to his, thinking about what he had just told her.

"Is he alright?" She asked quietly.

Scott wrapped his hands under his head and nodded. "Yes… it was strange Jean." Scott said turning his head to look at Jean. "One minute his hands were all cut and bleeding and his eyes were glazed over and then the next the blood was gone, no cuts and he looked fine."

"But it's bothering you…" She said.

Scott didn't say anything, but was thinking a lot. He was thinking that what happened in the kitchen reminded him an awful lot of what Jean was going through. But Scott wouldn't dare say it and he feared Jean already knew what he was thinking.

"So…" Scott decided to change the subject. "What do you think of the new me? Is it everything you'd hope for?"

"You're getting there." Jean said realizing that Scott no longer wanted to talk about Alex. "Let's see if it lasts past tonight and I'll give you a full evaluation in a month or so.

"So, Rogue, what now?" Bobby asked as he crawled out of bed and looked for his jeans that the girl had thrown across the room.

"I guess I sneak back to my room without being spotted Bobby." Rogue smiled as she watched the naked teenager run across his room. She pulled the sheet closer to her neck. "I may try to practice my card throwing, although I'm already pretty good. I can already do most of the stuff he's done."

"No," Bobby said finding his jeans and pulling them on. "I mean what now between us?"

"Well, I guess we're an item again, silly."

Bobby smiled at her and she smiled back, shaking her head while her shoulder length brown hair bounced back and forth.

"Alex, are you okay?" Peter asked as the two lay in bed.

Alex had changed his mind about going out and just wanted to lay in bed.

"I'm fine…" Alex sighed as he pulled himself closer to the man. "I just want to sleep.

Peter didn't say anything as he just held the man. Something had happened when Alex went to get some water, but he didn't want to talk about it.

He wouldn't push the man. Peter smiled as he heard Alex's breath come in and out in even breaths, the sign of sleep.

* * *

><p>Outskirts:<p>

"Bud, chill girl… It's clear Sabertooth has lost his mind." Logan said as he popped his claws out of his fist.

"Haven't you been paying attention, Dad." Sabertooth mocked the man as he took a step forward. "My mind is clear as ever. New memories are coming back to me every day."

Ororo crawled through the mud as the rain fell down around her. She looked at Rose who had fallen to the ground next to Sabertooth, all the fight taken out of her. She quickly looked up at Logan to see how he was dealing with the information, more importantly about what Rose just said.

"So what!" Logan shouted, waiting for Ororo to crawl behind him. "Now you gonna tell me how I beat you when you were little?" Logan sneered. "'Cause I ain't buyin' it!"

"Actually, I don't care if you believe me or not." Sabertooth smiled as his claws slowly slid into his fist. "I've said my piece and I'm ready to move on." Sabertooth yelled as he lunged at the man.

Logan danced backward as Sabertooth's claws slashed at his white shirt, tearing it into pieces. The two continued their little dance till a bolt of lightning flashed out of the sky and bolted right into Sabertooth's chest. Logan was pushed back from the blast as Sabertooth slowly got to his feet.

Ororo ran over to Logan who was trying to get up. Both watched as Sabertooth went for Rose and picked her up with one hand. He snarled at the girl and then at the two that were watching him.

"This will be my prize today." Saberooth said as he twirled around and the two disappeared in the rain.

"No!" Ororo yelled quickly getting up, but Logan stopped her.

"We can't follow him…" Logan said as blood spat from his mouth. Ororo fell back to her knees realizing that Logan was hurt too badly.

"Logan, are you…"

"I'm man enough to admit that I'm hurt…" He said as she helped him to his feet. "Give me ten minutes, tops. We'll be able to follow."

"I think we should get back to the mansion for some help…" Ororo said as she helped him to the car they had brought with them.

New York City:

"So the earth is a prison formed around this god?" Xavier asked looking at the woman, not really believing her, but humoring her anyways.

"Yes." Lilandra said simply. "The earth itself is its prison. It resides at the molten hot core, or rather is the molten hot core." She took a deep breath as she continued her story.

"Over time, life began to form and evolve on the surface. In fact, this was long after the civilizations responsible for the Phoenix's imprisonment had become extinct. The Phoenix began to detect life on Earth and it began to help it along aiding in the development of intelligent life on this planet."

Xavier watched the woman, only her lips moving, the same strain of hair that always fell away from her ear slid back into place as she continued. "We believe the leaps and bounds humans experienced in evolution are because of the Phoenix's involvement, as is the next step in human evolution, the mutant.

"The founders of our religion claimed to be able to speak directly to the Phoenix, though this art has been lost through the years. They were told the story of the Phoenix; they based a philosophy of rebirth and self-improvement on her teachings. This became the Shi'ar religion." Xavier noted a hint of distain when Lilandra talked about the religion. He couldn't quite place way, and nothing screamed at him from her mind.

"The Phoenix also told of a prophecy. She told of a mortal that would house the entity, and eventually allow it to be reborn through that mortal. This would free the Phoenix to roam the universe once again."

She paused as she watched the man, making sure he was understanding. When she saw that he had no questions, she continued. "Which brings me to you and our deal. I offer you complete support, financially and otherwise, in return for one thing. You will allow us to examine Jean Grey."

Xavier looked taken aback but quickly recovered as the woman went on. "We believe she is the one prophesied. The process of confirming this is no way harmful or painful and we could do it on the grounds of your school."

Xavier paused for a moment, thinking about what the woman had told him. He wanted to scan her mind to find out what else she knew, but he stopped himself. Then he realized the woman only mentioned Jean, nothing about…

"True or not…" He said instead of finishing his thought. "I sense that you believe everything you've said to me. Also, your aid will be a welcome addition to my operation. I cannot commit just yet. I will have to discuss this with Jean. She must be willing to do this or the deal is off."

"I wouldn't have it any other way, Charles." She said, trying to smile, but not being able to.

"That's good to know." Xavier said sending her a smile.

"Fantastic. Can you release my arms now? I'd like to finish my meal." The woman said, now sounding slightly annoyed. "It's getting cold.

* * *

><p>Xavier's:<p>

Kitty pulled up in the driveway by way of cab. She opened the door and quickly got out, giving the driver some money she shut the door and walked up the staircase to the main door of the house.

She walked through the door, using her mutant abilities instead of opening it and almost screamed. She saw Nick Fury staring right at her, two of his body guards holding guns and standing near a half naked teenager tied up in a metal case.

"Is there something that I can do for you?" She asked, narrowing her eyes at the man, clearly not happy to see him.

"You can tell me when Charles Xavier is going to return." Fury said with a hint of disgust in his voice.

Kitty glared at the man and walked right through him. His eyes went slightly wide as he realized what she was doing. "Nope, sorry." Kitty said as she walked away from him. "I can't help you."

Fury turned his head to watch the girl go. He glared at her for a moment before he heard what he had come for. He turned his head as he saw Xavier wheel himself up the walkway and into the front door.

"What can I do for you, Mister Fury?" Xavier asked clearly sounding annoyed that the man was there.

"I've got a fresh one for you, Charles." Fury said giving the man a dark stare.

"Please tell me you're not restraining that young mutant so you could being him here unwillingly?" Xavier asked.

"Not at all." Fury said as he give the man a quick smile and threw a thumb at the teenager. "This young man is named Elliot Boggs. From all indications he's just become active and he's out of control. He's got some kind of reality-altering powers. We couldn't really figure it out. I think you're the only one who can help him. Charles, we think he may have killed his parents."

Xavier narrowed his eyes at the man; he was acting a little strange, well stranger than usual for the man. "I don't think I need to remind you that this institute is no longer affiliated with SHIELD, Mister Fury."

Nick shook his head. "This boy is dangerous. I can't do anything with him other than locking him in a room for the rest of his life and drugging him out of his mind." Fury said looking at Xavier. "Is that what you want?"

"Of course not." Xavier said.

"Good." Fury said walking past the man and towards the front door. "Then I'll be on my way. You know how to reach me if you need anything.

Nick Fury walked down the stairs when he took notice of Logan and Ororo. Logan snarled at him, still holding his side. "Tell me, Nick. What makes this one worth saving? Why not just have him killed?

"I have no idea what you're talking about." Fury said, not turning his head as he made his way towards the helicopter in the front yard."

"Sure, bub."

"What was that about?" Ororo asked as she and Logan entered the building.

"You don't want to know." Logan said sniffing the air around them. "What do we have here Chuck?"

"New arrival." Xavier said as he motioned to Elliot. "If you would, Logan, help me move Mister Boggs to the infirmary." Xavier looked at the shirtless man. Rough night?"

"Nothing I couldn't handle." Logan said walking over to the boy and moving him down the hall.

"That's not what I asked." Xavier said following him down the hall.

Ororo stood there for a moment trying to remember something. She had to tell the others something… something was wrong, but she just couldn't remember who or why it was important.

Even as she stood there, alone in the hall she began to forget everything about the subject, until it became noting more than a dream that faded away in the morning.

Alex shot up out of bed, breathing hard.

Peter jerked at the sudden movement. "You okay?"

"I… I…" Alex looked around the room, like he was lost.

"It's nothing… I just felt like I lost something…"

"It was just a dream…" Peter said patting the man on the shoulder. "Go back to sleep."

Alex nodded his head, laying back down and closing his eyes. He didn't fall back to sleep however. Something was missing; he just couldn't place his finger on it.

It was something important though… he knew that. Alex didn't have another chance to think about it as sleep took him over.

* * *

><p>Somewhere else:<p>

"I'm home!" Sabertooth said as he walked through the door that began to open when he neared it. Rose was still out cold as the man dragged her through the hall. "Dr. Cornelius?"

"I'm here." A man said from the shadows. "You did an excellent job. I'm told the operatives I sent with you weren't even needed. I wish I could have been!" The man said with a laugh.

Sabertooth walked further into the lab and through the girl at the man's feet. "What is this?" He asked.

"A girl." Sabertooth said bluntly. Dr. Cornelius narrowed his eyes at the man and gave him a no nonsense look.

"I can see that, animal. What is she doing here?"

"She calms to be Logan's daughter." Sabertooth said.

"Ah, amazing. Something I can work with…" He smiled as he looked down at the girl.

A daughter…

"… the girl should be useful… if it's true."

* * *

><p>Far to the North:<p>

"I said harder!" Magneto roared.

Conner looked up at the main through sweat and tears that was around his face. "I'm trying!" He roared back. Conner looked at the man and wonder if it was a good idea to leave his team. He knew Alex wouldn't come looking for him, he trusted Conner; he trusted all of them and knew what they were doing.

But still, leaving without saying anything... a part of him knew it was wrong. But he needed to learn and Magneto was the only one that could teach him!

Magneto paused for a moment and looked at the young man. It had been less than a week since he and Conner had arrived with longshot to his secret location and Magneto had paused the young man ever since.

Conner didn't reveal much about himself save that he had the same powers as Magneto and wanted training in them. The boy knew something and he wasn't telling Magneto anything.

"I am… sorry." Magneto finally said looking at the young man.

Conner rolled his eyes as the older man in front of him. "I'm not stupid, Mags. Don't try and play me."

Magneto narrowed his eyes. "The last person who tried to talk to me like that didn't live for a second chance."

Conner smiled at the man and waved his hand. Magneto didn't have a chance to react as his feet flew up into the air and the man landed on his back side, his cap flying around him, covering him head to toe.

Conner broke into laughter as he watched the scene, wiping a tear from his eyes Conner heard something that he never thought he would.

Magneto laughing.

Conner cautiously walked to the man who was still lying on his back and noticed that the man's face was red from laughter.

"Um… sir?" Conner asked as he held a hand out. "You're kinda freakin me out here…"

Magneto took Conner's hand and pulled himself up, trying to stop laughing, but failing. "It is… nothing." He said through rushes of air. "I was just taken by surprised."

Conner didn't say anything as he watched his only hope for learning about his power fall into hysteria.

"Don't…" Taking a deep breath Magneto sighed. "It has just been a very long time since someone surprised me." He nodded his head and looked down at the young man, a serious expression on his face. "Now. That was very good."

Conner finally broke a smile again.

This was more like the Magneto of his time, or what Angel would tell him, a light hearted man.

Not evil. Someone, in the face of all that had happened still had hope.

There was always hope.

The End.


	26. Issue 71

Ultimate X-Men:

Issue 71

Phoenix?: Part 1

Angel lay in his bed, eyes closed and smiling. _It was a piece of cake, Professor. _Angel mindspoke to his mentor. _Apparently, Xavier reject is the easiest way to get accepted to Ms. Frost's Academy of Tomorrow._

_ So I assume you've settled in and are mingling well with the others, Warren? _Xavier mindspoke back, eyes closed concentrating on the conversion. Xavier was good at what he did and was considered one of the most powerful telepaths in the world, but talking from Westchester to Chicago was hard work. _Are you getting along with your new classmates?_

_ Oh yeah. In fact I'm going to the Homecoming dance tonight. No date, though, not with… _Angel paused as he thought about the woman he loved. _"How is Ali?"_

_ Still no progress, I'm sorry, to say. Blink seems to be in the same condition; although the doctors are worried about the mind spike she had a few weeks ago._

_ "_Hey, you plain to nap all day?" Angel's roommate said as Angel opened his eyes to the sound of the boy's voice. "I thought you were going to the grocery store with me later?"

"Huh?" Angel said focusing on the boy's voice. "Sure, whenever you want." _I should go Professor._

_ I should go as well. _Xavier said as he heard a voice calling to him as well.

"What is with you today, Professor?" Jean asked as he opened his eyes and looked up at the woman. "You seem very preoccupied."

Xavier looked at the woman and then the man joining her. The two had been waiting for the young man to join them. Ever since coming to this timeline Xavier wanted to test Alex with his telepath abilities. The boy claimed to not know of them, and never released that he had them.

Which puzzled Xavier to the core.

Being from the future and having no telepaths to train him Xavier could understand the lack of knowledge, but to not know completely was unheard of. "Sorry, I was lost in thought."

Alex walked up to Jean and smiled at the girl. She gave him a quick smile in return and looked back at Xavier. Xavier noted the tension between the two, or the fact that Jean still didn't care for the boy. It was almost like she was jealous of another telepath, but Xavier thought that that was ridiculous.

"If you'll excuse the brief lapse in my attention, I'd like to get started. I'd rather not sedate him any more than Fury and his men already have. I don't know what they gave him, but he's been out for over twelve hours now."

"I'm ready when you are." Jean said simply.

"Why am I here?" Alex said looking at both of the mutants. "I'm not even a full member of the X-Men, nor do I have full control over my telepathic abilities…"

"You are hear, my young Alex, because you do not posses full control over your telepathic abilities." Xavier said thinking that was plain enough. "The more practice you get, the better you'll be." Xavier said giving the boy a slight smile.

"Fine, but let's make this quick. I have a date." Alex said slightly annoyed. Alex stopped and looked at the two in front of him. He didn't know why he snapped, it seemed lately that he wasn't acting like himself.

He didn't like it in the least. "Sorry, I… I don't know why I snapped."

Xavier shook his head. "We have been through a lot in the past couple of months… it's only natural for tensions to rise."

Xavier placed a hand on his head and looked up at the ceiling, closing his eyes.

The three mutants appeared in a small neutral-toned colored kitchen. They were watching three people eating breakfast at a small table; the blond boy that Fury brought in and two older adults.

"Uh, hi." Elliot said as he looked away from his parents and at the three mutants staring at him. "Can you tell me why I'm eating with my parents? I thought they were dead. I thought I killed them."

"Don't say that, honey." His mother said picking up her cup of coffee.

"Glenda, he's a grown man now. He can say what he wants." His father said, picking up a piece of bacon and putting it in his mouth.

"I'm afraid that is true." Xavier said wheeling himself closer to the boy. "Your parents are dead. Their deaths were an accident. Your mutant powers were…"

"I told you we was dead, Glenda." Elliot's father interrupted Xavier. "Let's get out of here."

"Mutant?" Elliot said slowly pushing himself from the table and standing up. "I remember now, that's what the man with the missing eye said, Nick Fury. I saw him on TV, he said I was mutant." Elliot took a better look at Xavier and Jean. "You're that guy, aren't you? The famous mutant Professor?"

The house around them slowly started to disappear. The four mutants found themselves standing on a sandy beach with the ocean crashing along the shore. "Yes, I'm Professor Charles Xavier and these are my students, Jean Grey and Alex…" Xavier let his voice trail off as he remembered that he couldn't tell anyone Alex's last name, so he left it at just that, Alex.

"Nice to meet you." Elliot said taking Jean's hand and shaking it and then taking Alex's.

"You've been turned over to my custody after being arrested by SHIELD. It seems you caused a bit of disturbance when your powers first manifested." Xavier said placing his hands behind his back.

"My powers?" Elliot said rubbing his chin and looking around the beach. "So all that stuff that was happening to me… I was doing that? The mansion… the field." He stopped to look at the three mutants standing in front of him. "My parents?"

Jean walked up to him and placed a comforting hand on his shoulder. "Yeah, I'm afraid so." Was all she could say. What could you say to someone who had killed their parents?

"That said, now is not the time for mourning and self-pity." Xavier quickly said taking a step forward. "We have a bit of a situation at the moment. Sadly, these kinds of incidents are not uncommon. The first few days after a person's X-gene becomes active can be very dangerous."

"I'll say." Elliot said looking around and taking in the ocean air. "Where in the world are we? What happened to my kitchen?"

"We're inside your mind." Alex said smiling at the young man. "None of this around you is real… we're seeing places pulled from your memory.

Elliot smiled and turned away from the three mutants. "Yeah… I remember this place now. We came here on vacation once. It was cool."

"Elliot, please." Xavier said bring the young man back around to look at the three. "Please pay attention. You have been remanded to my custody because you have been deemed out-of-control. Until I determine that you will not destroy my school when you regain consciousness, I will have to keep you sedated."

"Uh, well… if I recall, I was able to stop using my powers at one point last night." Elliot quickly said. "I don't quite know how to use my powers but I think I know how to not use them at the very least."

"So you think you wouldn't do any damage if we allowed you to wake up?" Jean asked, crossing her arms under her chest.

"Thinking back, I was scared before reacting to the things going on around me… not knowing what they were or how they were happening." Elliot said looking down at his feet, realizing that he was in nothing but his boxers. He quickly looked away from everyone blushing. "Knowing that I'm a mutant, and that I was the one doing those things… as long as I stay calm I think I can control it."

"I can assist you in keeping your powers under control as long as you will allow it." Xavier said, smiling at the boy. "If you will agree, I think we can end this and allow you to awaken."

Elliot smiled at Xavier and then turned his smile to the other two mutants, neither one of them looked very impressed with the young man. "Sure, yeah. I mean… whatever it takes." Elliot said sounding unsure of himself.

Elliot woke up and pushed himself off the hard bed he was sleeping on. "That was quick." He said smiling at the woman.

"Actually, we've been out of your mind for twenty minutes, hence the absence of Alex." Jean said not sounding too thrilled on either account. "It took that long just to revive you."

"As promised, I'll keep an eye on you… help you keep your powers under control for now. How do you feel?" Xavier asked.

"I feel fin—"

"You wanted to see me, Professor?" Cyclops asked as he walked into the room.

"This is Elliot Boggs." Xavier said turning his chair to look at Scott and waving a hand in the direction of Elliot. "He'll be staying with us indefinitely. I would like you to show him around."

Scott walked up to the man and held out his hand, Elliot took it and they smiled at each other. "I'd be happy to, sir."

"Cyclops, right?" Elliot said, letting his hand go. "I've seen you on the news. It's good to meet you."

"Thank you, Scott." Xavier said looking at all three mutants in the room. "Now if you'll excuse us I have something I'd like to talk to Jean about."

"Right." Cyclops said turning away from the two and leading Elliot out of the room. "Right this way Elliot." _Can I see you later? _Scott added mentally to Jean.

Jean smiled at the man before he turned around and added, _Nothing could keep me away._

After the two men left and closed the door behind them Xavier wheeled himself around to look at the young woman.

"So what is it you wanted to talk to me about, Charles?"

"There is an organization that is willing to fund us." Xavier said wheeling himself closer to the woman. "As you know, the money we… acquired from the Hellfire Club is all but gone, and is not enough to sustain our operations without the government support we recently turned down." Xavier placed his hands in his lap and thought carefully on how to proceed.

"This organization seems completely benign. I was allowed to scan their leader's mind. There seems to be no deception involved, although I feel like she is holding something back. The only catch is that they wish to be allowed to determine if you are in fact…" He paused to look at the woman. "The Phoenix."

Jean stood up from her sitting position and looked surprised at Xavier. "Phoenix? What… is this about the Hellfire Club again?"

"No. Although, there seems to be a connection... Have you ever heard of the Church of the Shi'ar Enlightenment?" Xavier asked the woman.

"What about Alex?" Jean asked placing her hands on her hips, ignoring the question.

Xavier shook his head. "They do not know about the… The Future X-Men… and I wish to leave it that way… but allow me to explain the rest."

* * *

><p>Rogue walked into the kitchen looking for Logan and found him leaning up against a wall eating a bowl of cereal. "Oh, there you are Wolverine." She said, sounding not so sure of herself as she neared the man.<p>

She hadn't really talked to him since she had been back and was worried about what he might think of her… on how she treated him. "I've been looking all over for you. Guy on the phone says he's an old pal. Says you'd remember him, the name's Nathan Fitzgerald?"

Logan groaned as he put the bowl of cereal down on the island in the middle of the kitchen and reached for the phone. "Thanks, kid."

Logan watched as the girl turned around and walked out of the kitchen humming to herself. When he watched her leave out of the hall he finally put the phone to his ear. "What do you want, Nick?"

"You don't skip a beat, do you?" Fury said over the phone. "You're a hard man to get a hold of."

"My cell's off, what do you want?" Logan growled.

"I have an office in Harlem. Go to West 125th Street. You should be able to follow my scent from there. Meet me in less than an hour. It's important."

"If you've got something to tell me, why didn't you just do it when you were here last night?"

"I have no idea what you're talking about." Fury said confusion in his voice.

"Oh, so we're back to playing that game then, huh? I got a choice here?"

"I can make you regret not coming." Fury threatened.

"I'll be there in two hours." Logan said hanging up the phone before Fury could say anything else.

"Are you already off the phone?" Rogue asked slowly walking back into the kitchen.

"Yeah." Logan said as he took a seat at the bar in the kitchen and pushed his bowl of cereal away.

"Hey!" Rogue yelled as Logan reached out and grabbed her wrist.

"We ain't had a chance to talk, you and me. Not since you came back." Wolverine pulled the girl closer to him. She could feel his hot breath on her and she winced at what he might do to her. "I wasn't exactly thrilled about you running off with that Cajun lowlife, Gambit, but I'm sorry to hear about what happened to him." Logan's voice almost took on a sorrowful tone. "You okay, Rogue?"

Rogue was taken aback at the question. She wasn't expected this from Logan at all. "Was weird at first… the powers, I mean." Rogue said trying to figure out where the conversion was going. "I'm getting used to it now."

"I'm sorry I couldn't be there for you." Logan said letting go on the girl's wrist and looking down at his feet. "Is Bobby helping you get over all that?"

"I'm not talking to you about that." She said smiling at him and turning to leave.

"Fine with me." He smiled back at her. "I've got a busy day ahead of me anyway."

* * *

><p>"I suppose the first thing we should do is get you some clothes." Scott said as he walked down the hall with Elliot right next to him.<p>

"Oh yeah… totally." Elliot laughed as he remembered again that he was only in his boxers. "I can't wait to get into my new costume. Has it already been designed? I kinda wanted to make a few suggestions." Elliot was talking very fast as the two teenagers walked down the hall. "I've got ideas, I mean, nothing that would absolutely have to be followed, of course.

"It's a little early for a uniform, Elliot." Scott said smiling at the young man's enthusiasm. We don't even know if you're going to be able to effectively use your powers. I was thinking something more along the lines of jeans and a t-shirt. You look to be about my size. Let's swing by my room."

"So…" Elliot said looking away from the man and stealing quick glances around the hall. "Who exactly is it that designs all the costumes here?"

Scott opened the door to his room and ignored the question. Elliot walked right into the room with him and followed Scott to the closet door. "Just grab anything out of this closet. Too bad Peter and Alex left already, they were going shopping in the city and they could have taken you along."

* * *

><p>"They want to run tests on me like I'm some lab rat?" Jean said almost yelling at this point. "And you agreed to this? What were you thinking?"<p>

"Jean, I would prefer you not take that tone with me." Xavier said, narrowing his eyes at the young woman. "I only agreed to bring the offer to you and allow you to make the decision on your own.

"That said, I would recommend you accept their offer. Lilandra assured me that you would not be harmed. While I do not believe her religious theories to be true, you can't ignore the coincidences between her beliefs and what you seem to be experiencing."

"And what about Alex?" Jean said crossing her arms under her chest asking the questions for the second time.

"Although he shows the same powers as you, he doesn't seem to be experiencing the effects like you." Xavier said looking worried at the thought of two of his students going through the same thing.

"Which brings us back to not knowing much about—"

"Jean, we have been over this before." Xavier cut her off. "I told you, he has told me everything that he knows and I decided that it would be best if the future stay just that. The future." Xavier quickly turned the conversion back to the direction he wanted it in. "I think this may be the best way to find out exactly what is going on with you right now. Or, at the very least, get closer to some answers." He paused and looked at the woman, sighing. "It couldn't hurt."

"You're sure about that?" Jean said narrowing her eyes and deciding not to bring up Alex again. She unfolded her arms and took a step closer to Xavier. "I trust you, Charles. If you promise you'll be there, and that you trust this woman… I'll do it."

Xavier smiled up at the woman and placed his hands on the wheels of his chair, getting ready to turn around. "Thank you. And, Jean; call me Professor."

"Fine, but Lilandra." Jean said placing her hands on her hips. "You're on a first name basis with this woman? Assuming that is a first name…" Jean turned away from the man and looked at the wall. "What is she, some cocktail waitress?"

* * *

><p>"Okay, program off." Storm said as she got to her feet. "That's not exactly what I had planned when I wrote this program… but it works." Storm said as the other two mutants gathered around her. "Thanks for giving it a run-through with me." Storm, Iceman, and Rogue had just finished another program in the danger room that Storm had designed.<p>

Storm was happy with the outcome.

"Anytime." Rogue said smiling as Iceman wrapped an arm around her waist. "Thanks for the workout."

"So it looks like things with more mass make bigger explosions… interesting." Storm said taking note of Rogue's new mutant ability. "Of all the things you could carry in order to charge up and use as weapons… why cards?"

Storm was looking at Rogue in wonderment. The woman hadn't had those powers for a very long time, but she was using them like a pro. Rogue had recently gained the powers of a man by the name of Gambit and Storm had asked the woman to enter the training room so she could test her new powers.

It worked clearly, but not the way Storm was hoping for it too.

"I don't really know." Rogue said placing her hands on her hips. "Easy to carry a bunch?" She said nodding her head and smiling.

The three walked out of the danger room and down the hall, not even noticing Scott and Elliot walking towards them. "There go a few of your teammates leaving the Danger Room after what looks like a grueling training session." Elliot looked at Scott, confused. "I'll talk more about the Danger Room later." He pointed at the white haired woman. "That is Storm, Iceman and Rogue." As he pointed to each other student.

Scott smiled to himself. He felt like he was being a pretty good tour guide, although he wasn't sounding like himself. He was trying to change for Jean and he hoped this was something that she wanted him to be.

More of an adult.

"I'll have to introduce you to the rest later, Colossus, Phoenix, Phase, and Charger are in the city, shopping." Scott glanced over at Elliot, making sure that he was still following. "We've been pretty busy since the New X-Men arrived and they haven't had time to… adjust." Scott was trying to find the right words to say without telling the young man that the group was from the future.

"Teammates?" Elliot asked clearly not listening to the rest of what Scott had said. "So I am on the team? I'm an X-Man?"

"Maybe after a few months of training." Scott said looking at the young man. "What's got you so excited about being an X-Man, Elliot?"

"My parents are dead, man…" Elliot said pleading with Scott. "My life is over. I'm a mutant. The old rules are gone, everything I thought I was going to be, what I was going to do…" Elliot stopped, holding back the tears. "It's all gone."

Scott looked at the man, not knowing what to say. He knew how he felt when he found out he was a mutant…

"But I don't know… I've seen you on the news; the X-Men are cool. This gives me something to look forward to." Elliot said looking down at his feet and sniffing loudly. "Or at the very least, distract me."

"I can understand that…" Scott finally said pushing a button on the wall and watching the door open. "C'mon, the hanger is through here."

The two walked into the hanger as the doors to the roof were opening. A huge X-Wing was flying down and landing where the old one use to land, before Magneto destroyed it. Scott whistled as he watched the X-Wing land. "Wasn't expecting this."

Scott noticed that Jean and Xavier were waiting on the platform when the X-Wing landed and the door slowly opened up. Two figures walked out of the still running X-Wing and Xavier smiled at them.

"I take it you didn't have any trouble finding the place?" Xavier asked as Lilandra neared them.

"Not at all." Lilandra said as she stopped in front of the two mutants. "One new X-Wing as promised. Feel free to have you technicians look over it, but I assure you there are no differences from the previous model." She paused as she looked at them. "Although I will admit I decided to add some upgrades."

Xavier nodded at the woman. "Oh, and I'd like to introduce you to an associate of mine. This is Gerald, my assistant."

"I believe you're already aware, but this is Jean Grey." Xavier said waving a hand at the red haired teenager next to him.

"It's an honor to meet you, Ms. Grey." Lilandra said reaching out her hand to shake Jean's.

Jean stared at the hand until Xavier coughed and Jean held out her hand to shake the woman's. Lilandra smiled and the three began to walk away from the X-Wing.

Scott and Elliot walked up to the four people on the platform and smiled at Jean. "I didn't know we were getting a new X-Wing, when did this…?"

"Excuse me, Scott." Xavier cut the young man off. "I'll have to explain everything later." Xavier wheeled himself away as he followed the other three down the hall into a side room.

"It looks… smaller on TV." Elliot said walking up to the X-Wing and reaching a hand up to touch the belly of the ship.

"That's what Angel said too." Scott said walking up behind the young man, he smiled. "Although I think this is a little bit bigger."

"I want to learn to fly it…" Elliot said turning to look at Scott. "I don't think I can fly on my own, not that I would know." He said quickly adding the last part.

"That's what I'm talking about." Scott said turning away from the teenager and leading him away from the X-Wing. "You don't even know. How do you think you'd even be close to ready for action?"

"I can feel my powers…" Elliot quickly put in. "Just below the surface… I can feel where they are; I think I can control them."

"Well, we'll let the Professor be the judge of that." Scott said as he turned back to face the young man. "For now, keep them under the surface."

"I held my own against Fury's guards when they attacked me." Elliot said defensively. "If you guys would just throw me in the mix, I know I could prove myself."

"As many X-Men as we have running around this place these day's something really bad would have to happen for us to use you before you're ready." Scott said turning to the plane and rubbing a hand across the belly of her.

"Yeah?" Elliot asked, sounding interested.

* * *

><p>New York City:<p>

"Welcome to Macy's." Peter said as he pushed open the door. Alex, Anna, and Michael walked in and looked around, totally surprised at what they were seeing.

Alex looked up into the air and saw that the store went for at least another three floors and his jaw dropped. All this time in this timeline and he never really got to look at anything.

Never before could he have imagined all this stuff in one place. Who needs this much stuff? Peter grabbed his hand as he dragged him towards the men's area.

Anna and Michael quickly followed behind as they entered the men's area of the store. Peter went towards the jeans and started pulling some off the hanger and handing them to Alex.

"Here… try these on while I go find you some tops." Peter said as he rushed over to the other side of the department. Alex looked at his two friends and shrugged his shoulders.

"Isn't he cute when he gets excited?" Alex said holding at least six pairs of jeans.

Anna smiled as he watched the big man run from table to table grabbing shirts and polos. "How are we supposed to pay for all this?" Anna asked.

"I don't have a clue…" Alex said walking over to the changing rooms. "I guess Xavier gave us some money." Peter came rushing over with a hand full of shirts and he stared at Michael and Anna.

"Why haven't you two found anything yet?"

Michael looked at the big man and smiled. "I don't think anything could fit me in here."

"Ridicules." Peter said handing a shirt to the big man. "I think this would be your size."

"Thanks…" Michael said taking the shirt and looking at Anna, who smiled up at him.

"Here… let's let the two love birds play dress up together and we'll go shopping over here." Anna smiled pulling Michael away from a pleading Alex.

Before the group could split off a huge explosion sounded from the first floor. Alex ran out of the dressing room with just his new pair of jeans on wondering what was happening.

"One side, socialites! The Brotherhood has come to play!" Toad said jumping onto a counter, throwing jewelry and perfume into the air. Quickly following the Toad was Blob, Mastermind, and then Multiple Man appeared.

"This is gonna be fun." Toad said as he jumped towards the group of X-Men.

* * *

><p>Westchester Hospital:<p>

Nightcrawler sat alone on the edge of Alison's bed in the hospital. He looked sadder than he had ever felt and maybe even a great deal more.

"I vonder if you can hear me, Ali. They say not much is known about comas. So it's at least possible that you can hear me." He moved closer and made himself more comfortable.

"I enjoy these talks a lot. They are special to me. I do not know if it vould be the same if you could hear me. I don't like to vonder vhat you vould think of me if you were listening." Nightcrawler said sighing and looking down at the floor.

"Ever since the fight with Deathstrike which put you here… I do not have anyone any more, Ali. I am alone. Mein freund, Peter, Colossus, he… he lied to me for so long, Kurt squeezed his eyes shut, trying not to let the tears show. "I could… no can forgive what he is, but I thought ve vere friends. I though he vould of told me." A single tear fell from his eyes.

"Peter is a deceiver… He lied to me… I don't know how to forgive him." Nightcrawler said jumping off the bed and walking to the window.

"Warren isn't even around for our Danger Room games anymore. He abandoned me as well. Oh, how I miss him." Nightcrawler whined as he rubbed another tear from his eyes. "Now, I am truly alone."

Nightcrawler turned back around and looked at the sleeping Ali. He reached out for her and brushed some stray hair away from her face. "All I have now is you…" Nightcrawler touch the woman and a warm feeling rushed through him.

All he needed was Ali, nothing else. No one else.

Peter and Warren would pay for what they did to him; he would make sure of that.

* * *

><p>Macey's:<p>

"You have chosen the wrong day to attack us, Toad." Peter said turning his flesh into metal, making his shirt rip apart into tiny pieces.

"Let's stop talking and fry them!" Phoenix said, floating in the air and being consumed with fire. Phase and Charger quickly moved in different directions to try and split the Brotherhood apart.

"Phoenix, I couldn't agree with you more…" Colossus said as he ran towards the Blob who was standing in the middle of the group. As Colossus ran into to him Colossus felt the fat of the man shift and envelope him, then just as quickly it burst him out in the opposite direction.

"I'm the Blob!" The Blob said as he laughed. "If I don't won't to move I ain't movin'." He yelled as Colossus flew back across the department store and into a group of mannequins.

"Take them down, X-Men!" Phoenix yelled at Charger and Phase. Charger was running towards Multiple Man when a bright red tongue wrapped around her neck. She yelled as she was pulled back and thrown away from the group.

"Charger!" Phase yelled as he changed direction to run towards Toad. Multiple Man stopped him however when four copies of the mutant appeared around him. "I don't have time for this!" He shouted as he punched one of the copies and four more popped up.

Phase was quickly outnumbered as more and more copies poured over him.

"Phase!" Phoenix shouted as he directed his energy beam at Multiple Man.

Colossus slowly got to his feet and looked at the scene before him. Anna was being thrashed about by Toad's tong and Phase was being over powered by all the copies of Multiple Man. The one that hurt him the most however was seeing Alex crying on the floor holding on to nothing. Colossus took quick note of the man in the corner, Mastermind.

"I have to call for back up."

To be continued:


	27. Issue 72

Ultimate X-Men:

Issue 72

Phoenix?: Part 2

Xavier's:

Scott and Elliot were still in the hanger when his ear piece went off. "What is it, Pete? I can barely hear you…" Elliot began to say something, but Scott hushed him to silence.

"Right, understood. We're on the way. No… we've got a way to get there… fast." Scott clicked his ear piece and looked at the young man; he quickly made his way out of the hanger as Elliot followed.

"What was that? What's going on?" Elliot said trying to walk faster to keep up with the tall slender man.

"Well, Elliot… looks like you just may get you wish." Scott said sending the man a smile.

"Really?" Elliot smiled in surprise. "Wow… It's like magic."

Scott made his way out of the hanger with Elliot and stopped. "Guy's we need to leave, Peter and his gang are in trouble!" He said into hi communicator.

"You're talking to me, right?" Elliot asked. "I'm telling you, I can do this. I'm ready Cyclops."

"No, Elliot." Scott snapped at the man. "This is too dangerous. Drop it."

Storm, Rogue, and Iceman all walked in together when Scott rounded on them. "Storm. Where have you been?" He almost shouted at the woman. "We've got a situation here."

"Calm down." Storm said crossing her arms underneath her chest. "This is a big place. We came as fast as we could."

Scott looked out into the hall and then looked back at the three mutants in front of him. "Were is everyone else?"

"We are everyone." Storm said simply.

"Colossus, Phoenix, Phase, and Charger are already there. Wolverine and Nightcrawler are MIA." Iceman said listing everyone on his fingers. "Kitty is off somewhere with Spider-Man. Jean is just being interviewed by some people, but the Professor said she's not to be interrupted."

"He said that?" Cyclops asked, looking right at Iceman.

"See…" Elliot said smiling and big smile and showing his white teeth. "You need me. You're shorthanded. If Colossus is already there, he could be knocked out by the time we arrive. You can't count on the rest of them; they could be just as bad off… you need me." Elliot sounded very sure of himself at the very moment. "It doesn't matter that I'm new to the X-Men! I promise I can do this."

Scott looked at the man and then looked down at the floor, not sure what he should do…

"Who is this guy?" Rogue asked Storm.

"There's no time for that now. Let's go." Cyclops said, rushing to the X-Wing. "All of us."

* * *

><p>Jean sat on the hospital bed, looking at the floor with her knees together. She felt like she was four again and at the doctors.<p>

"Are you comfortable?" Lilandra asked.

"Comfortable?" Jean spat tearing her gaze from the floor and shooting a look of pure evil at the woman. "Am I comfortable with being a lab rat? Am I comfortable with you thinking I might be some reincarnated god? You really just asked that?"

Lilandra wasn't fazed in the slightest and gave the woman her warmest smile. "It's very important to me that you are not inconvenienced, Jean. Please work with us here."

Xavier leaned over to Jean and gave her a glare that could melt ice. "Lilandra has assured me that none of this will cause you any pain, Jean. You agreed to cooperate. Please don't back down now."

Jean glared at the man. "Why do I feel you are whoring me out for a few new toys… Charles." Xavier glared at the woman, not moving or saying anything. "Okay, Professor. You know I trust you…" She gave the man a fake smile. "I'll be a good girl."

"Thank you, Jean." Xavier finally said, rolling away from her and over to Lilandra. "I'll leave you to it. You'll alert me if… if anything goes wrong?" He asked Lilandra as he wheeled past her.

"Absolutely, Charles." She smiled warmly down at him.

"Okay, let's get this over with." Jean said as the door shut behind Xavier.

"Jean, this is my assistant, Gerald." Lilandra said pointing a hand at the man standing beside her. "He'll be drawing some blood so we can run some test. It will only take a second."

The man pulled out a needle and tube. "What's this for?" Jean said as the man poked her with the needle and began to draw the blood. "What do you need my blood for?"

"We're going to run some tests on it. We're looking for specific properties. Certain indicators laid out in our ancient tomes." Lilandra said as Gerald pulled out the needle and walked away without saying a word.

"This is so lame." Jean rolled her eyes. "Tell me, what happens if you decide that I am your Phoenix?" Jean asked looking at the woman in the eyes.

"If you are the physical embodiment of the Phoenix, at some point soon, it will manifest itself in you." Lilandra said. "Your consciousness will merge with that of the ancient entity. You will remain you, but you will be more. Then you will remake the universe into a glorious paradise. You will save the world, simply."

"You're not asking for much, huh." Jean said with a smirk.

Lilandra laughed. "You remind me a lot of me when I was your age."

"Oh?" Jean asked. "Have a god complex do we?"

Lilandra smiled and looked at the girl. "For both our sakes, I hope you are not the Phoenix."

Jean froze in place. The woman didn't hope that she was the Phoenix? What was going on with her.

* * *

><p>"So this is the new X-Wing?" Storm said from the front seat, she reached over and looked at some of the controls. "What does this do?" She asked as she pushed the button.<p>

"What are you doing?" Scott shouted as she pushed the button and nothing happened. Storms eyes went wide, not realizing what could have happened. "We don't know everything about this new Wing… apparently it's faster and has some other upgrades that the old X-Wing didn't have."

"Sorry…" She smiled. "But it didn't seem to do anything."

"I think it is rather strange though…" Cyclops said.

"What?"

"Look at this tec. It is out of this world." Cyclops said, sounding worried. "I wonder what the Professor has signed us up with.

Iceman smiled at the two in the front seat and then looked over at Elliot who was sitting across from him. "Nice uniform dude. I don't think I caught your codename, Dockers? Abercrombie?"

Elliot smiled and stood from his seat. His hands glowed a bright yellow as his clothes changed form. They became the same color scheme as the other X-Men with knee high yellow boots and elbow length gloves. To finish it off there was a huge yellow X across his chest. The outfit was so tight that you could see every muscle in his body, and the boy had quite a few.

"Nice abs…" Rogue smiled at the man.

"Hey!" Iceman, shouted. "I've got abs!"

"Strap in. We're here." Cyclops said. "I haven't landed this particular X-Wing yet, it could get bumpy."

"Wait, look." Storm said pushing another button as the X-Wing hovered in place. Scott shooed the woman away and glared at her.

Storm pointed out the window and Scott realized what she was looking at. The X-Wing wasn't there… the button that Storm had pushed earlier must of cloaked them!

"Team, get ready, we're parking in the air. Iceman, take Rogue and Elliot. Storm and I will follow you down."

A few short minutes later they were down in the middle of the busy street looking up at the buildings. "Did he say where they were?" Rogue asked looking at all the tall buildings.

"Knowing Peter… they're in Macy's." Storm smiled as she pointed at the big building in front of them. Just as Storm lowered her hand the very man they were talking about burst out of the third floor building and crash landed around them.

"Colossus!" Storm said as she rushed over to him.

Cyclops went to his knees to see if the big man was alright. "Peter, are you okay?" He asked helping the man try to sit up.

"Just… give me a minute…. The Brotherhood…" Colossus tried saying, but looked to be hurt pretty bad.

"Oh, man." Storm said looking up at the huge hole that Colossus had created.

"Already packing it in, huh?" Phoenix yelled from the top of the building. Everyone turned their attention to Phoenix, Charger, and Phase who were standing in the huge hole and looking down at the X-Men. "Already making for the retreat?! What's the matter? Didn't you expect us to fight the Brotherhood back?"

Phase grabbed onto Charger as the two glided down to the street level while at the same time Phoenix sent a stream of cosmic fire at The X-Men on the street.

"Gah!" Elliot yelled as he jumped out of the way. "You know these guys?" He asked as he back flipped landed on his hand and pushed himself further away.

"They mentioned the Brotherhood!" Cyclops said, hissing. "Mastermind must be behind this… making them see us as the Brotherhood. Try to take them out without hurting them!"

* * *

><p>Xavier Institute for Gifted Children:<p>

"Thank you, Gerald." Lilandra said as the man began to leave the room. "We'll start with something easy. Where were you born?" Lilandra asked as Herald left the room.

"St. Louis, Missouri." Jean said curtly.

"Okay, you're currently eighteen, which would mean you were born in…" She paused as she mentally did the math. "…Okay. Your parents, where are they?"

"When I started to hear voices and see things, my parents dumped me in a funny farm and never looked back." Jean said, crossing her legs at the knees and leaning back in the bed. "I don't really want to talk about them."

"Fair enough." Lilandra said, chewing on the end of her pen. "These visions... Can you describe them?"

Jean paused and looked away from the woman.

"It's okay. Take your time. I understand this can be difficult for you. It's hard, I know." Lilandra said reaching a hand out to encourage the girl.

Jean slapped the woman's hand away and glared at her. "You don't know anything." She hissed. "The things I see? The visions? People I know burned alive… walls of fire reaching to the sky, a giant flaming monster scorching the Earth." Jean said jabbing the woman in the chest with a finger. "The things I see are horrific. They terrify me.

"You think this thing is going to bring about a utopia? The Hellfire Club thought it was going to end the world! I think the Hellfire Club got it right." Jean hadn't realized she stood up and was pushing the woman through the room with her finger.

"Different interpretations are—"

"Lilandra, Shut-up." Jean cut her off. "This thing inside of me? I'm terrified of it. Thinking its fake… that it's all in my head… it's the only thing keeping me sane. Let's do your test, let's get this done, but if you determine this thing is real… that I am the Phoenix…

"The first thing I'm going to do is hurl myself into the sun."

Lilandra nodded at the woman, completely understanding what she was going through. Not knowing your own body was something that she had felt for some time, but that was a different story for a different time.

Something that Lilandra didn't want to bother Jean with at the moment. "Jean, please calm down." Lilandra tried to take back control of the interview. "There is no cause for alarm here. I have more questions. Then I have to test your motor reflexes. I don't want this…"

"No cause for alarm?" Jean yelled at the woman, cutting her off again. "I dream about melting my boyfriend's face off!" She screamed as she looked at the woman, who was taken aback. Jean ran a hand through her hair and shook her head. "I'm sorry. It's just… just finish the test. Please. I just need to get through this."

Lilandra sighed and placed a comforting hand on Jean's shoulder. "I know this is very stressful for you. This must be an incredible burden. I can only tell you that if the results of these tests are positive you'll have the full resources of the Shi'ar at your disposal. We can help you."

"Please… just…"

"Okay, how often do you have the visions?"

"Not often. Not anymore." Jean said thinking about the last time she had had one of the visions. In fact it was about the same time that Alex and his group of X-Men… "The voice's too. Things have been pretty quite. For the most part, it's only happened a few times since then…"

"Since when…" Lilandra said not looking up from her clip board as she took notes. When she realized that Jean wasn't going to say anything else, the woman pulled her face away to look at the young woman. "Jean, are you okay? Do you need a towel?"

"Why?" The girl asked not looking up from the floor.

"Look at yourself… you're covered in sweat." Lilandra said looking at the woman. "Jean? Are you okay?" Lilandra asked again, putting her clipboard down and looking at the woman.

"Questions… too many questions…" Jean's voice started shaking and getting deeper. "You question me?" Her voice had completely changed by this point. It was dark, evil; it almost sounded demonic. "How dare you question me!"

"Jean…" Lilandra reached out a hand but was thrown back. She yelled as she felt the power push her against the wall and she wasn't able to move.

"You do not know the powers you meddle with, mortal." The voice spoke through Jean. "You are but a child attempting to witness the realm of the gods. The Phoenix is here and I am her! Rejoice if you wish, foolish one!"

Lilandra looked at the woman that was talking to her; she was no longer fully human. Fire spread out all around her and her eyes looked to be made of tiny suns. "Rejoice as I unmake this world… starting with you!" Jean roared as everything in the room began to float into the air.

Lilandra tried to move her head as she felt the hair on her head left up, but was unable to move an inch. All Lilandra could do was close her eyes and hope that her worst nightmares were not about to come into being.

This is what she was supposed to stop.

She failed as Majestrix. She failed her Shi'Ar.

* * *

><p>New York City:<p>

"Cyclops, look out!" Rogue said as she sent a group of flying cards towards the Blob. Rouge sighed as she remembered the last hour or so. Things were going great when they arrived, well if you could count the Future X-Men thinking the current X-Men where the bad guys.

That was dealt with pretty quick and the new guy, Elliot, seemed to be doing rather good for himself. Rogue was impressed.

Now they were just trying to save themselves from the Blob.

Charger came up behind Blob and continued to throw more cards at the man as her counterpart, Rouge, conituned her attack to the front. They both moved as one, never letting up. They knew they couldn't hurt him, but they both hoped they could distract him.

"You've got some brave girls on this team." Blob said turning his head as the cards bounced off of him. "New powers, traitor? They won't help you a bit!"

Rogue ran close to the Blob and the fat man reached out for her and grabbed her. Pulling her closer to him, Cyclops let lose a tight beam of red energy.

"You'll never be able to stop us from… from…" Blob started to look confused and then finally he dropped the girl. "Never mind…" He said as he turned his glassy eyed look to Elliot.

Elliot raised his hands as yellow energy poured from them. "Time for a physics lesson, fat boy! Mass is constant. It remains the same under all conditions, no matter what the variables are. Weight, however does not."

"Let's see what happens when I decrease the gravity around you by ninety-five percent!" Elliot shouted as the fat man took another step closer to him.

"You want to know what happens? I'll save you the trouble and just tell you." Blob said as he reached for the young man. "I crush your head like a grape!"

"No…" Elliot said as he pulled his fist back. "That's not it at all." He shouted as he punch the man so hard that he flew back, or rather floated back. "Phase, catch!"

"Right back at ya!" Phase said as he punched Blob harder than he had punched anyone before. Elliot gave the man a round kick as he sent the Blob floating towards Cyclops.

"Cyke get me some extra lift!"

Cyclops shot a beam of energy at Blob and the man went flying into the air. Elliot smiled as his hands poured with the yellow energy "Now I just need to restore normal gravity around him…"

As the pinprick that was the Blob slowly stated to get bigger Elliot waved at everyone around him. "Everyone stand back!"

The Blob crashed down to the earth causing another mini earthquake and knocking everyone to their knees.

Phoenix lifted his head and stared at Elliot. The man had an incredibly control over his powers for just finding out about them. Something wasn't right and Phoenix wanted to know what that was…

But his concentration was split… something was happening back at the mansion, but Phoenix couldn't understand what.

* * *

><p>Xavier's:<p>

"What should I do first?" The voice speaking through Jean said. Her eyes like two mini suns burning to the soul of Lilandra.

"I'm going to fry you from the inside out, Lilandra, starting with the non-essential organs, working my way up to your heart and brain." The voice said as Jean's body lifted slightly off the ground, yellow energy flowing around her and sparking away. "I want you to feel most of it, y'know. What should I start with? The gallbladder? Pancreas? I hear you can live at least a few hours without your kidneys." The voice laughed.

"I wonder if that's still true if they're melted."

Lilandra had pushed herself back into a wall and slowly feel to her knee's, tears filling her eyes and threatening to fall over. "This is not… it doesn't happen this way." Lilandra pleaded. "You don't just become the Phoenix… it doesn't… you don't just blink an eye… it takes time!" She yelled as she felt the energy pouring out of the young girl and over herself.

"You're just confused, Jean. This isn't happening. Please… please stop!"

Jean smiled and moved her head close to Lilandra. "This is what you wanted, right?" Jean hissed as energy flowed from her mouth in the form of mist. "Your glorious fiery god… I'm here for you. You asked for this." Lilandra tried pushing her head away, but something was stopping her.

"You woke me up and now you're scared?" Jean yelled at the woman. "What kind of faith is that? You sicken me, Lilandra. Your ancestors would weep at your ineptitude. Let me put you out of your misery."

Xavier wheeled his way into the room when he had felt the surge of power and his eyes went wide with freight. "Jean! No!" He yelled at the girl.

Jean grabbed Lilandra by the throat and lifted her up off the ground so that the two could be face to face. She then turned her head to look at Charles. The power she was wielding still flowed from her, but now it was more like yellow lightning striking away from her.

"There is no Jean here… I am Phoenix." The girl hissed as she grabbed on to Lilandra's throat tighter.

"Jean, you are just confused. I order you to stop. Don't make me have to hurt you…" Xavier said, reaching for his mental abilities.

"Mortal, if you had the ability to hurt me, I would have killed you long ago." Jean said, yellow eyes narrowing at the man in the wheel chair.

"Jean… I will not let you hurt this woman!" Xavier said putting both hands to the sides of his head.

"You are out of your element, human." Phoenix said pointing a hand at Xavier. "You are but a speck of dust in comparison to me. Let's see how powerful your brain is once it's been liquefied and is pouring out your nose…"

Xavier grunted as he felt something inside his mind break. Blood began to pour from his nose as his hands left his head. "Jean… please…" Xavier said through gasps of air. "Don't do this…"

Jean's hand closed into a fist. "Begging will get you nowhere…"

"Jean… listen to me…" Xavier said as more blood poured from his noise and blood poured out of his mouth. _Jean I…_

* * *

><p>New York City:<p>

"Those SHIELD guys sure did get here fast." Charger said as she looked around. They had finally finished off the Blob and the Rest of the Brotherhood had scattered across the city.

"The reporters got here fast too, this whole thing was weird." Phase said looking at the woman and then over at Iceman and Rogue. He took note that Colossus was standing near Phoenix who was helping Storm her feet. "Why was the Brotherhood even here?"

"Revenge? Who knows?" Bobby said as he placed an arm around Rogue's neck and pulled the girl closer.

"The Brotherhood didn't succeed. That's all that matter's right?" Rogue said, smiling at Iceman.

"I guess…" Cyclops said taking a look at the final member of the team… Elliot.

"Just trying to do what's right really." Elliot was saying as the press crowed around him. "We want the world to see that not all mutants are terrorists or pose a threat in any way. In fact, the X-Men would like to reassure humanity that we're on their side. We protect humans and mutants alike."

"Begging will get you nowhere…" Alex whispered.

"Alex, are you okay?" Colossus asked as he and Alex, Charger, and Phase moved close to the rest of the X-Men.

The rest of the X-Men looked at him as yellow energy poured away from him.

"Alex... what are you doing?" Peter yelled as a massive firebird formed around Alex. The rest of the X-Men took a step back as Phoenix flew into the air and away from everyone.

Peter stared wide eye as he watched his boyfriend fly away and then he looked at the others.

"That never happened before…" Charger said looking worried at Phase.

"Never this bad…." Phase agreed.

"What do you mean?" Cyclops demanded, knowing what that fire bird meant.

"That doesn't matter!" Colossus said. "We have to follow him!"

* * *

><p>Xavier's:<p>

A burst of light entered the room and Alex appeared before Jean.

"Let them go child." A voice said through Alex.

"You dare call me child mor-"

Alex waved a hand and the power pouring from the young woman stopped. The fire that was in Jean's eyes slowly disappeared and she looked at Alex and then at Xavier, her eyes glazing over. "You will not mess with my plans, young one." The voice said through Alex.

"Charles?" Jean moaned looking at the man.

"I'm sorry." He said placing his hands on the side of his head and accessing his powers. Jean screamed as she fell to the floor and let go of Lilandra. Lilandra slid to the floor and moaned. "Alex, are you okay…" Professor said pulling himself closer to the two women that had fallen.

"I think… so…" Alex said falling to his knees and looking confused. "How did I get here?" He asked.

"No time for that now... I need to you leave before Lilandra wakes up." Xavier said finally reaching the two women.

Alex slowly got to his feet and stumbled out into the hall. Xavier collapsed as Lilandra slowly pushed herself off the floor. "Charles?" She said as she looked around the room.

"Charles!" She said louder as she pulled the man's head into her lap. Xavier moaned and looked up at the woman, smiling a weak smile.

"I'm okay…" He moaned. "Shut down… her brain." He turned to look at Jean.

"Lilandra! Majestrix!" Gerald said bursting into the room. "Are you okay?" He asked as he saw someone turn the corner out of the corner of his eye. He quickly focused all his attention on what was happening in the room.

"I'm fine, Gerald. Thanks to Professor Xavier." The woman said smiling down at the man and brushing something away from his forehead.

"What happened?" Gerald demanded.

"I don't know. I'm going to have to consult the ancient tomes, but I think we may have just witnessed a pre-visitation." Lilandra said getting to her feet and looking over at Jean.

Gerald was helping Xavier to his chair when Jean started to move. "What… what happened?" She asked as she slowly pushed herself off the floor.

"Charles, she's conscious. Do something, please!" Lilandra said in a panic.

"Lilandra, relax." Xavier said holding a hand out to the woman who grabbed it in freight. "This is my student. I know how to handle this." He let go of the woman's hand and wheeled himself closer to Jean. "Are you okay? Jean?" Xavier asked as he wheeled closer to the young woman.

"I think I'm going to throw up." Jean said as she got to her knees and put a hand to her head. She had never lost control like that.

The things she saw… they horrified her to her core. But Alex was there… where was he now?

"We're okay, for now." Xavier said looking over at Lilandra. "There's nothing to worry about, Lilandra."

"What happened here?" Gerald asked again. "What did she do?"

"The things she said, they were so horrible… but her powers, she seemed to be taken over by another force…" Lilandra said shaking her head. "I'm afraid it must have been the Phoenix."

"Pardon me, Majestrix, but that just can't be." Gerald said grabbing some papers on the floor and picking them up. "I studied the completed analysis on her blood, and it contains none of the properties enumerated to us in the tomes." He placed the papers on the desk and bent over to pick up some more.

"She can't be the Phoenix. I realize this isn't anything close to conclusive on the matter, but I did some research on the Grey family and…" He went for the papers that were in his jacket pocket and pulled them out looking over them. "Ms. Grey, are you aware that your parents were members of the Church of Shi'ar Enlightenment?"

"What?" Jean said taking the papers away from the man and looking at them. There was so much information on the papers she didn't know what to focus on first. "What are you trying to say? What are these?

"Evidence of your parents' involvement." Gerald said picking up a briefcase he had placed on the table before leaving. "I'm trying to say that I don't believe you have anything to do with the Phoenix. I think you may have heard some stories when you were very young." Gerald turned away from the girl and looked at Lilandra and Xavier.

"Then, when your powers began to manifest, your mind couldn't comprehend them… so your mind used what it could remember of the Shi'ar religion to construct something you could understand."

"What exactly are you implying?" Xavier said staring up at the man.

"I think Ms. Grey constructed split personalities to help her deal with having mutant powers." Gerald said turning his attention back to Jean.

"You think I'm crazy!" Jean shouted at the man, throwing the powers the man he had given her. "You come here and you call me crazy! I'm not crazy!" She reached for the man but was stopped by Xavier.

"Jean, please." Xavier said placing a hand to his temple.

"I'm not…" Jean moaned as she slid to the floor, Xavier's power rushing over her.

"Lilandra, please leave us." Xavier said not taking his eyes away from Jean.

"I'm not crazy…" Jean whispered as Gerald and Lilandra turned to leave.

* * *

><p>Later:<p>

The X-Men walked down the hall and decided to split up and go to everyone's rooms. Peter decided he wanted to find out if Phoenix had come straight home and rushed to Alex's room down the hall.

"Oh my God!" Kitty said popping her head through the door. "What took you so long? The new guy's been all over the news!" Kitty said looking at Elliot and then the rest of the X-Men. "The X-Men are popular again! We can be on talk shows and everything!" She smiled at Elliot. "Thanks new guy!"

"Magician, they're calling me Magician now." Elliot said as he placed a hand on his hip and looked the girl up and down.

"Is Logan back yet?" Storm asked splitting away from the rest of the group.

Scott walked down the hall and entered a room; he was looking for Jean, but found the Professor instead. "Where is Jean? Is she done with the test?"

"Scott we should probably talk." Xavier said as Scott turned on the lights to the dark room.

* * *

><p>"Jean?" Scott said walking into her dark room. "The Professor told me what happened. Are you okay?" He asked taking a few steps closer to the woman. "Jean?" He asked again as the woman didn't say anything. She didn't even turn around to look at the man she loved.<p>

"You can relax, Scott." Jean finally said turning around in her bed. "Didn't Charles tell you? The test results were negative, I'm not the Phoenix. I'm just crazy."

"Don't say that." Scott said. "Is there anything I can do for you? Anything that will make you feel better"

"You can leave." Jean said turning around in her bed and facing the wall. "Please Scott… I just want to be left alone." She said as Scott turned to leave, not saying a word. She wrapped herself around something only she could see as it sighed to her. She quickly felt tiny little hands all over her as her little goblin friends since childhood surrounded her while she fell asleep. At first they had scared her, she had not seen them for years, but after what happened today, they were the first things to comfort her.

* * *

><p>"Alex?" Peter said as he opened the door to the young man's room. "Are you in here?" He reached for the light but Alex spoke to him.<p>

"Don't turn on the light…" His voice almost sounded distant. "Just... Just…"

Peter looked worried as he took his boots off and crawled into the bed next to Alex. He wrapped his arms around them man as he realized that he was shivering. "It's gonna be okay…" Peter said as Alex turned around and buried his head into Peter's huge chest. Peter was just as worried as Alex, maybe even more.

* * *

><p>The Church of Shi'ar Enlightenment Headquarters:<p>

"Good night, Lilandra." Gerald said as he turned to go. She smiled at him and shut the door as he walked down the hall. Lilandra took note that the man was pulling out his cell phone before she completely shut her door to the man.

"Yes, I can talk. Don't worry." Gerald told the person on the phone. "No, it's not a mistake. I don't make mistakes. I'm telling you, the analysis matched perfectly. Everything that was supposed to be there was there."

Gerald walked down the hall and ignored everyone that he passed as he talked on his cell. "Yes, Miss Frost. I have no doubt in my mind.

"This young woman, Jean Grey is the Phoenix, I'm sure of it."

He turned a corner and walked out of the building into the night air. "Yes, ma'am. With this knowledge I'm sure we can return the Hellfire Club to its former glory."

Gerald nodded his head and smiled. "Oh, and Frost. Tell Shaw that we are one step closer to having that army."

As Lilandra shut the door she turned to her desk and moaned as she took a seat. She heard a beep and rolled her eyes as she pushed a button on the bottom of her desk.

A tiny blue hologram appeared on top of the desk, it was a man's face and he did not look happy.

"Majestrix!" The voice said in a quick rush of air. "I have been trying to contact you for hours!"

"First," Lilandra said as she glared at the man. "The Majestrix doesn't like your tone."

"I'm sorry, Majestrix… I was just worried for your life."

"And you should be!" Lilandra snapped. "I found it, she is in the girl… that fool Gerald thinks I'm a mornon…"

"My Lady…" The man said looking up at her.

"The Phoenix has been found after all this time… It is time to prepare for the worse." Lilandra said as she pushed the button to end the holographic call.

Today was something that she did not want to relive at the moment and her second in command would just have to wait a few days for her to recover.

Lilandra pulled her hands up to her face and sniff. She wouldn't cry, she couldn't… She had an entire empire to run… She couldn't…

The tears began to fall before she could even finish her thought.

End


	28. Issue 73

Ultimate X-Men:

Issue 73

Magical: Part 1

Xavier sat in his study with his cat lying on his lap. He was sitting at the desk but he hadn't put his legs under it, but to the side. His cat purred as Xavier rubbed the top of her head and then around the ears.

"You've done well for me." Xavier said over his private cell. "I appreciate everything thus far. My assets are no longer frozen. It appears the Hellfire Club situation has been taken care of. I trust everything came through on your end as well?"

Syndicate was on the other line, "Our sister is doing well, thank you." The two heads said over the phone line. "Only she's now being investigated about where she got the money for the operation all of a sudden. It's always something.

"I can take care of that as well, Syndicate." Xavier said nodding his head. "Someone in a high place will learn that was an insurance policy on you since you are legally dead."

"You sure do have all the angles covered, Mister Xavier." Syndicate said with a slight laugh. "Really sir, we can't thank you enough."

"No thanks necessary." Xavier said looking at the clock on the mantel. "Anything I can do to help a fellow mutant, I'll always gladly do. Actually, I may have a new task for you. I'd like—"

Xavier stopped when the phone on his desk started to ring. He took a look at the caller ID and sighed. "Sorry, boys. That's my other line and I need to take this. I'll call you back later when I get a free moment." Xavier hung up one phone and reached for the other.

"Miss Pryde, it is so good to hear from you." Xavier said with a fake smile on his face.

"Wow, you really are psychic, Professor." Pryde said over the phone.

"Don't be so impressed." Xavier laughed. "We have caller ID here at the Mansion. What can I do for you?" Xavier asked trying to speed the conversion up.

Miss Pryde nervous laughed into the phone. "Well, I know Katherine has a new boyfriend, but I really don't know all that much about him..." She said. "She's usually not so secretive with me. Is this boy one of your students?"

"No, he is not." Xavier said into the phone, pushing the cat off his lap. The woman was wasting his time with this. "I've met your daughter's boyfriend before… he's a good young man. I promise you have nothing to worry about."

"It does make me feel better to hear you say that, Professor." Miss Pryde said, not sounding so sure of herself. "But if you could… would you keep a closer eye on her, for me?"

"I would be happy to." Xavier said reaching for a drawn and opening it to place his private cell phone into it.

"Thanks, could you transfer me over to her room? The automated directory you have is so confusing…" The woman really did sound relived.

"Actually, Kitty is in a training session right now." Xavier said locking his cell in the drawn. "It's best not to disturb her. I try to avoid all interruptions when she's learning to better control her powers."

"I understand." Miss Pryde said. "I hope you don't have her doing anything too dangerous. I worry about my little girl."

"I assure you, Miss Pryde." Xavier said, smiling to himself. "Kitty isn't doing anything she doesn't know how to handle."

* * *

><p>New York City:<p>

"Let's make this fast, X-Men!" Cyclops shouted as he jumped onto Iceman's iceslide. "Lives are at stake!" He slid down the slide in a crouching position. Shadowcat floated down to the site of the battle right behind Cyclops.

Charge and Phase were already down in the middle of the battle, Phase phasing his way through and punching every chance he got, Charger grabbing some cards out of her back pocket and throwing the charged pieces at the men they were fighting.

Kitty watched as Wolverine landed into the middle of a group of men and started his little dance as he kicked and punched with his claws extended. Storm was giving him back up by throwing lightning bolts at men who tried to get closer to the tiny Canadian.

Next came up Colossus and Phoenix, out of every one of the group Kitty thought that those two looked the best at what they did. The teamwork of the two was amazing. They have only none each other for a few months, but they seemed to have known each other for years. Kitty remembered the way that they clicked from the very beginning… she just knew it was a matter of time before they would start dating.

To bring up the rear Kitty watched as Magician brought himself and Rogue down lightly to the ground. Rogue threw some cards and jumped away from the man as he waved a hand and the men that charged at him disappeared.

Kitty rolled her eyes as she listened to Scott's speech. "The only lives at stake are ours!"

"You coulda stayed at home, kitty." Iceman said as he slid past the girl and froze some of the men that were coming up behind the girl. "We've got more than enough manpower to take out these losers… they don't even have powers!" He slid away and attacked another group of men.

"Don't underestimate our opponents, Iceman." Cyclops said as he shot a beam of red energy at two men started to fire guns at Colossus and Phoenix. "What these guys lack in super-powers they more than make up for in firepower!"

"How dare you interfere with The Friends of Humanity?" A man was yelling at the center of a knot of men. He was the only one not wearing a mask and was also the only one not firing a gun. "We will not be denied!" He waved a hand at the men around him. "Open fire men! Slaughter these gene-jokes!"

"I think that you are a very very angry man." Colossus said as he ran through a group of men and lunged at the pavement. He grabbed onto it and lifted with all his might. The fifteen men that were standing in front of him shook as the pavement below them shifted. With a roar Colossus lifted the pavement and threw it up into the air. "I believe your quest of hatred will require more than bullets."

**"**You freaks are attacking a hospital full of your humans because they offered to help mutant children get medical attention they can't afford?" Storm yelled over the mini tornadoes she had produced and sent flying to a group of men that tried to charge her.

"I just don't get it." Magician said, snapping his fingers and the pavement around him turned into liquid and it began to wrap itself around a group of men that were around him. "How does attacking a hospital in broad daylight get you anything but thrown in jail for the rest of your life?"

Magician snapped his fingers again and the liquid pavement turn solid as the men screamed in pain, not being able to move. "If we hadn't shown up it would have been the police or the Ultimates."

"Phase!" Charger gasped as a group of men over ran her and she fell to the ground. Phase turned around from his punching and phased through a group of men to get to her. When Phased finally reached the young woman, he turned solid and sent his arms in a circle motion, knocking all the men down around him and Charger.

"Leech some of my power, girl!" Phase told the woman he loved.

Charger shook her head. "No, I'm fine… I don't want too…" She paused as she pushed herself away. "Please, no." And before Phase could say anything Charger ran off in a different direction to help Rogue.

Wolverine charged into a group of men and slashed at one of them, the man's helmet split into two. "I swear, I'm gone a few weeks and the whole team is different!" Wolverine said as he back flipped towards Kitty who was phased as bullets flew through her. "Nightcrawler, Pete and Alex ain't getting along. You're dating that loser in the webs. And who's this new pretty boy on the team? Isn't one enough?" Wolverine said as he landed and looked over at Colossus and Phoenix, shaking his head.

"What's his name?" Wolverine asked as he brought his claws together deflecting a bombardment of bullets. "Wizardboy?"

"If you'd stick around for more than a few days at a time you'd be able to keep up." Kitty said as she mimicked Wolverines back flip. "New guy's Magician. He's nice. And I've been dating Spider-Man for a while. Where have you been?" She said as she phased through another group of bullets, and asked her questions with a sarcastic tone.

The men started to turn and run. Colossus plowed right through them. "Not going well, is it?"

"We've got them on their last legs, people!" Cyclops said as he hit more of the men that were trying to flee.

"You think we're defeated!?" The man at the center of the protective ring yelled at the X-Men. "You think this is all it takes to get rid of us? In case you haven't noticed the gene jokes are in the minority!" He looked around as the men around him began to flee. "You may have won the battle but the war is far from over!" He yelled as he threw his hand in the air.

"I can't believe he just said that." Kitty said, turning to Wolverine.

The man's eyes went huge and suddenly his head expanded.

"Whoa…" Kitty said taking a step back.

"What have you done to me?" He yelled as the rest of his body expanded and he grew twelve feet tall. "You've infected me with your disease! You've covered me in your mutant filth!"

"He looks like the Hulk…" Rogue said in awe as she looked up at the man.

"What?" Iceman said as he took a step back. "You can't catch being a mutant."

"You're the ones behind this!" The man yelled in a deep bellowing voice. "I'm not a freak!"

* * *

><p>Westchester General Hospital:<p>

Nightcrawler sat in Alison's room staring at the woman. He sat in his usual spot at the foot of the bed, in his crouching position. The girl moaned and moved her head. Nightcrawler's ears perked up as he focused on the girl.

"Oh… God." Alison moaned opening her eyes. "That twit stabbed me didn't she?" She looked at the man sitting on her bed and focused on him.

"Oh, hey, Elf. Where're the rest of Charlie's Angels? The hallway? At home having a party. You the only one? Is Warren here?" She said in a rush. She narrowed her eyes when the man didn't say anything. "Kurt?" She said again as he just started at her, his eyes wide.

Nightcrawler didn't say anything as he stared at the woman that had just woken up.

"Kurt?"

* * *

><p>The Xavier Institute for Gifted Children:<p>

Xavier wheeled himself into the sick bay room. He watched to woman sleeping on the bed. He sighed as he reached closer to Jean Grey.

What worried him at the moment though is what Phoenix did to… Phoenix, or Jean… it was all very confusing. "Are you okay?" He asked as he neared her. "How are you feeling Jean?"

"I'm fine, Charles." Jean said as her eyes popped open. She pulled the bed sheets closer around her, but didn't move from her laying position. "That's what I'm trying to tell you. I'm not a danger to anyone. You don't have to keep me in here… Please?" She almost started begging.

Xavier sat in his chair and looked sadly at the woman. He shook his head and rubbed his chin. "This is for your own good, Jean. I know you understand that. I'm just keeping you here under observation."

"And what about Alex?" Jean said bitterly.

"Jean this is not about him, this is about you."

"I'm not a danger." Jean repeated herself. "You can't really think I'd hurt anyone here. I don't remember what happened with Lilandra, but I know it won't happen again."

"I have to be sure Jean." Xavier said turning away from the girl. "I'm sorry."

Jean's eyes glared at the back of the man's head. A dark expression grew across her face as Xavier wheeled himself out of the room. "I know. Just leave." Jean raised a hand and a green goblin appeared flying towards the button on the wall. More of the tiny little goblins formed around her as she watched the door close on Xavier. "At least you guys still listen to me."

* * *

><p>New York City:<p>

"Peter!" Phoenix yelled as the big man flew past him and crashed into a building. Phoenix flew over to him and landed next to the de-morphing mutant. His tight black leather uniform was torn in half and started curling up at the rips.

Phoenix placed a hand to the man's heart to check if it was still beating, when he felt it, Phoenix looked at the man's face and brushed some hair away from his forehead.

"Crap!" Kitty yelled as she ran to the two mutants. "I think his arm is broken! We've got to…"

The big human-monster stomped toward the group of mutants and slammed his fist into the pavement causing everyone to fly out away from the blast. The only people who were not affected were Magician who was standing next to the epicenter and Phoenix who had created at telekinetic shield around himself and Colossus.

"Is that the best you can do?" Magician said, cocking his head, his shoulder length hair draping behind his shoulder.

"Tough guy, huh?" The man said growling.

"Something like that. You may not recognize me. I've been on the news a lot recently but I understand…" Magician was saying as he back flipped away from the charging monster. "I'm still pretty new to the team. Let's get you away from them before you cause any more damage." He turned in the flip and started running away from the group of knocked out mutants.

"Where do you think you're going?" The monster said chasing him. "Is that your power, running scared?"

"Not at all. I'm Magician." He said, smiling and turning around to a halt. "I make things happen." He smiled as he thought about something, "Wait a minute!" Magician said as he jumped out of the way of another fist. "I've been going about this all wrong." He smiled as he back flipped again. "I was totally doing this the hard way." He reached out a hand and the monster suddenly became human again.

"What the…" The monster said as he looked around, his pants falling to his ankles.

"Impressed?" Magician said as he rushed toward the man and slammed a fist so hard into his face teeth flew out.

"Okay, team… are we all…" Cyclops said slowly getting to his feet. "We need to pull it together." He said as he surveyed the surrounding area. The monster did a lot of damage, especially to his team. "This guy is still out there and he's not going to be easy to take out.

"Relax, man." Magician said as he walked out of the dust carrying the man that they had just been fighting. "It's all taken care of. I got him." He smiled at Cyclops and then dropped the man.

Kitty smiled up at him, her hair dangling in her face. "This guy is totally sweet!"

Phoenix sent a fake smile to the girl, he still didn't trust the man, but what was he going to do. He was basically a new member of them and he couldn't put his two cents in until he proved himself. His attention was brought back to Colossus as the man moaned.

"Phoenix…" He groaned as he moved his head looking up at the teenager.

"You're going to be fine…" Phoenix said as he rubbed Colossus broken arm. The big man sucked in his breath and moaned again. "Let me try something…" Phoenix said as he put a hand to his temple.

With his mutant ability Phoenix reached out with his mind and touched Colossus's mind. He was searching for something… his pain sensors… "Found them…"

Colossus's moaning stopped as he looked up at Phoenix. "What did you do…" He said smiling and pushing himself off the ground.

"I'm not done yet…" Phoenix said pushing him back down to the ground. "And I turned off your pain sensors."

"Guy's, come on!" Cyclops said as he waved to the two men.

"Let me just…" Phoenix popped Colossus bone back into place and then lifted the man off the ground with his TK.

* * *

><p>Xavier's:<p>

"Kurt?" Xavier asked as he lifted his head from a book. He looked out of his study and saw the blue man walking past the doorway.

Kurt stopped and looked into the study. "Yes, Professor? What is it?"

"Where have you been?" Xavier said closing his book and placing it on his lap. "I've hardly seen you at the Mansion for the last few days and now the X-Men have had to go on another mission without you." Xavier looked concerned and wheeled himself to the doorway. "Is something wrong?"

Kurt didn't look at the man and leaned against the doorframe. "I have been dealing vith something personal… I prefer to be alone." Kurt said walking away from Xavier before he could reach the teenager.

"Kurt, please wait…" Xavier said reaching out for the man. He sighed as the doorbell rang and he wheeled himself down the hall. "Sometimes these kids…"

Xavier made his way to the door and opened it. He narrowed his eyes at the man that was standing before him. Nick Fury was a very formidable man, he was tall, bald, and well built. "Charles, we need to talk." Fury said with his hands in his coat pockets, looking like his face was carved from stone.

"What can I do for you?" Xavier said turning away from the man and wheeling himself into the entryway. "Come, let's finish this in my study."

"Nice and quite here today." Nick said as he followed the man down the hall.

"My students are out on a mission at this time." Xavier said not turning around to look at the man.

"You really think I don't know that?" Fury said taking his hands out of his pockets. "And keeping those new teenagers from me, really?"

Xavier finally turned his head and smiled at the man. "Of course you know. What is it you want to talk to me about, Fury." Xavier said, most of the patience leaving his voice.

"Right. I'll play your little game and act like I don't know you didn't already pull it out of my brain." Fury said pointing a hand at the man. "You really don't need that façade, Charles."

"I never enter a mind without permission." Xavier said, this time all the patience's out of his voice. "Now please, get on with it. You're trying my patience."

"This new recruit you have… Magician, the kid with the reality-altering power. I want him. I've seen the footage of him from New York. He's got potential. Real potential." Fury said leaning over Xavier's desk and look into the man's eyes.

"He'd do more good with my Ultimates. He'd be protecting the world, not putting out tiny race-related fires like he is with your little crew."

Xavier placed a hand under his chin and narrowed his eyes at the man. "Have you mistaken my operation as your personal talent pool?" The man said with no humor. "You'd think Wolverine was one of the Ultimates, as often as you send him on errands." He took his hand away from his chin.

"The answer is no."

"I wasn't asking." Fury said lifting himself off the desk and fixing his jacket straight. "He's still underage… barely… so I can't just outright claim the government is entitled to him. So I went to his parents. They didn't even know he was…"

"Parents?" Xavier interrupted the man. "When you brought Elliot here… when you turned him over into my custody you told me he accidentally killed his parents."

"Wait a minute." Fury said turning to look at the man in the wheel chair. "Back up. When I turned him over into your custody? What are you talking about?" Fury said crossing his arms across his chest.

"I never even heard of this boy until he started running around with the X-Men."

Xavier placed a finger to his lips, thinking. "Something is very wrong here…"

* * *

><p>X-Wing:<p>

Kitty stood up from her seat and walked over to the man known as Magician. She leaned over his seat and looked at him as he turned his head and smiled at her. Her long brown hair spilled over her shoulders as she looked into his eyes. "You did good out there, new guy."

"Thanks." Magician said, his white teeth sparkling.

"Maybe you could show me a few of those moves sometime?" Kitty asked smiling at the young man.

"Sure!" Magician said, his smile reaching his eyes. "Anytime, Kitty. Just say the word."

"Don't you have a boyfriend already?" Bobby asked rolling his eyes as the girl turned to glare at him.

"Shut up." She said walking away and back to her seat.

"Are you okay?" Phoenix asked Colossus as Kitty passed the two siting next to each other.

"Hmmm…" Colossus hummed; a gitty expression on his face.

"Is he?" Kitty asked as she took her seat across from them.

"I disconnected his pain sensors…" Phoenix said taking a quick glance at the big man. "After setting his arm I tried it again, but I couldn't find them…"

"What do you mean?" Kitty asked looking at him confused.

"When I reached out with my mind to connect the sensors back… I couldn't find them. But I think I accidently did something else…"

Colossus giggled again.

"Ouch." Kitty said.

Colossus giggled as his head rolled back and forth. Phoenix groaned as he placed his hand to his forehead. Kitty smiled at the two and shook her head. "I'm sure the Professor can fix it."

Up at the front of the X-Wing Scott raised his hand in the air. He pushed a button on his visor and began to speak, "Yes? It's done. We're on our way back to the Mansion now. Yes, sir. At present speed? No more than ten minutes. Yes, sir."

"What was that about?" Storm asked as Scott stopped talking.

"The Professor, seeing when we'll be back at the Mansion." Scott said. "That's odd, he never checks up on us like that…"

"Maybe something is wrong?" Magician said from over his shoulder.

* * *

><p>Xavier's:<p>

"They're on their way back now." Xavier said hanging up the phone and looking at Fury. "They should be here shortly."

"Should I call in my team?" Fury asked taking a few steps away from Xavier's desk and turning around to face him.

"I'm sure we can handle this without the Ultimates." Xavier said, rolling his eyes. "Just to clarify, you never brought Elliot Boggs to me. You never heard of him before you saw him on television… Is that what I am to understand?"

"Read my mind, Charles." Fury said bluntly. "I don't know what you saw or who caused you to see it but I have never encountered this boy." Xavier rolled away from the desk and meet Fury in the middle of the room. "One with his powers? I would have kept him for myself, which reminds me… you have been keeping those other students from me."

"The extent of his powers is the question here." Xavier said as he passed Fury and made his way towards the door, ignoring Fury's other question. "I released him from sedation… allowed him to become an active member of my X-Men… long before I should have." Xavier thought about what he was saying and started to wonder what he had been thinking.

"It appears he may be controlling our behavior. Maybe you did bring him here and you were made to forget."

"You're kidding, right?" Fury said following the man into the hall. "Trust me. I scratch my nose and I have to file a report. I could be made to forget something but there would still be a record." Fury shook his head. "No, I wasn't here. You saw something else."

"An illusion then…" Xavier said rubbing his chin. "This is very troubling indeed…"

Xavier thought about what was happening and shook his head. "So you bringing me Elliot Boggs here was some kind of illusion…"

"That's the best explanation I can come up with…" Fury said.

"We can't trust our own perceptions… and he seems to have some way of blocking my telepathy." Xavier said not looking at the man as the two walked toward the hanger to meet his X-Men. "There is no way of determining the extent of his powers. We are truly dealing with the unknown here."

"We can assume he doesn't have a hand in this conversion." Fury said placing his hands in his pockets, following behind the man. "That much at least seems certain. I am me and you are you." Fury nodded his head, thinking that he was very cleaver.

"So that gives us an idea of his range… possibly. Maybe he just needs to be aware of something to make it happen. If he knew we were talking about this, maybe he could stop it. We will confront him when he returns." Xavier said turning down another hall. "I don't sense the will to harm us in him. I am hopeful that he does not wish to injure us…" Xavier sounded worried. "And when confronted he will not try to hurt us…"

"I hope you're right…" Fury sighed.

Jean sat on the bed in the room that she was confided in. Apart of Jean knew why the Professor was doing this and she understood it, but another part of her hated it and resented the fact that she was locked up… after being so close.

But that was the problem, that wasn't her thought and she knew the Professor wouldn't let you go unless she figured out what was going on. Jean started humming and crossed her ankles.

Her green goblin friends slowly appeared around her. One hummed along with her and shook its head back in forth as if listening to music. Another floated around her head, smiling at her. She smiled back as she raised a hand and rubbed the creatures check.

Jean stopped her humming and brought her hand up; she created a small version of her Phoenix burst and smiled at it. Alex was another factor in all this. If the boy hadn't of showed up things wouldn't of jump started like this…

_Wait…_ She thought as she crushed the bird in her fist.

_ Yes, child…_ A voice spoke to her.

_Out of me head!_ Jean said as she mentally forced the voice out of her head

"I win." Jean said as she smiled and created another fire bird and crushed it again.

To Be Continued…


	29. Issue 74

Ultimate X-Men:

Issue 74

Magical: Part 2

Xavier's:

The X-Wing landed in the hanger without a sound. Lilandra's new technology was amazing compared to the last X-Wing. The group of X-Men walked out of the X-Wing one by one. Magician was the first one off and he looked rather pleased with himself as Kitty phased through the rest of the X-Men to get to the young man.

"Think you might have time for those Danger Room sessions today?" Kitty asked as she placed a hand on his shoulder. "I mean… if you were interested." Kitty sounded a little uneasy as she took her hand away from his broad shoulder.

"I could go for that." Magician said smiling. "I barely even broke a sweat during the mission."

"Show-off…" Bobby said as Rogue grabbed his arm and wrapped both of hers around his.

Phoenix and Colossus were behind Bobby and hearing the man speak made Phoenix roll his eyes. "You know… I don't even remember him in…"

"Hehehe…" Colossus giggled as he wrapped an arm around Phoenix. Phoenix narrowed his eyes and looked up at the big man.

Phoenix reached out with his mind and searched for the sensors again, this was getting ridiculous. "Ah!" Phoenix said as he pushed with his mind and felt the sensors.

"OW!" Colossus roared as he took his hand away from Phoenix.

"Sorry!" Phoenix said grinning. "At least I fixed you."

Colossus moved his arm up and down and rolled it around; he nodded at Phoenix and rubbed his head, smiling.

"Elliot and I are going to the Danger Room. Anyone want to join us?" Kitty asked smiling back at everyone as they finished filling out of the X-Wing.

Rogue took her arms away from Bobby's and wrapped them around his neck, placing her head on his shoulder. "I've got an X-Box that's suffering from neglect right now, so no." Bobby said. "I'll be taking a pass."

"What is a X-Box?" Phase asked.

"Well it sounds like a toy, Michael. Would you like to play with a box?" Charger smiled at Rogue as she teased the two boys.

"Now wait a minute… it's more than just a box!" Bobby said getting ready to drag the two future mutants away. "It's an X-Box." He smiled as he emphasized the X.

"Elliot, I'm afraid you, too, will be sitting this one out." Xavier said as he wheeled himself into the hanger with Nick Fury right behind him. "We need to talk. I think you know why."

Magician looked at the man confused. "I… I don't Professor."

Fury took a step away from Xavier and closer to Magician, he looked furious at the young man. "It's time to come clean, kid. The game is over. We're on to you."

Magician took a step back, confusion turning into worry. "Really. I don't know what you're talking about." He swallowed, blinking a couple of times.

"Elliot, we know your parents are alive." Xavier said.

"What!" Magician said, shocked.

"They're not dead, you never killed them." Xavier said wheeling himself closer to the young man. "Fury never took you into custody. He never brought you here. We know you've been using you powers to manipulate us."

Everyone around Magician looked at him slightly confused, some had worry in their eyes and one X-Man leader looked very angry at the news.

"At this point, I'd appreciate an explanation." Xavier concluded placing his hands into his lap.

"But…" Magician said spreading his arms, palms out. "But I don't…"

"Elliot… what is he talking about?" Kitty asked as she removed her hand from his shoulder and took a step back.

"I didn't smell it on you. No clue how you got past that." Logan said growling and taking a defensive position. "You out to hurt us?" He asked clenching his fist and getting ready to pop his claws.

Scott clenched his fist at his side and shook his head. He couldn't hear anymore of this, he knew something was wrong with this man and… just everything that has happened in the past couple of weeks. "I knew it!" He yelled as he released a huge blast of red energy at the man, slamming him against the wall.

"Scott!" Xavier said throwing his arms away from the blast. Xavier wasn't expecting such a violent force of rejection. "No! Stop!"

"I knew something was up!" Scott roared as he took a step closer to the man, red energy still pouring out of his eyes. "I would never let someone like you just walk onto the X-Men. You came through the door and the next second you were on the X-Wing, in costume, ready for battle." Scott finally made it to the crouching man, trembling. "I trusted your skills more than any other team member, I was confident you'd pull things off… I didn't worry at all, and I had no reason do!"

As Scott continued his voice grew louder and louder. "Why are you manipulating us?!" He screamed at the man.

"What's going on?!" Kitty yelled taking a step back from the scene. "Why did you attack him?! What did he do?!" Kitty was getting hysterical and shaking her head back and forth, trying to take everything in at once.

Half the team looked like they were getting ready to rip the man's head off; the other half couldn't wrap their head around what was happening.

"He's already making them forget. We've got to put him down… now!" Fury shouted as he pulled out a gun that he had hidden in his jacket pocket.

"Don't even think about it." Xavier said as Fury placed the gun back in his pocket. _Hear me, X-Men! _Xavier mindspoke to everyone in the room. _Elliot is trying to control you. He has been manipulating us. Engage him, keep him off-balance… I will try and block his powers with my own… to shut him down. _

After Xavier ended his mind speech everyone powered up, some still looking confused, but something about them was different. It was as if a fog had finally lifted and they finally understood what was happening.

"We're on it, Charlie…" Wolverine said finally popping his claws. "With the kid gloves on… for now."

"You heard the Professor – keep him occupied but don't hurt him." Cyclops yelled. As one, all the mutants that could throw some sort of power at Magician, did. "No!" He yelled as he waved his hands at the power disappeared or was deflected. "I don't want to hurt you!"

Phoenix floated into the air, a fire bird forming around him. His eyes were alight with fire as he watched the scene unfold. He watched as all the X-Men charged forward to attack the man and then something hit him, where was Wild Child.

"Wild Child?" Phoenix asked as he floated further into the air, acting like if he called her she would come. "Wild Child?" He yelled out over the roar of the battle.

A blast shook the entire room and the force of it forced Xavier into Fury and both the men fell to the floor. Wolverine jumped on the Professor to get to Magician who had moved the two men to block the rest of the X-Men from himself.

Wolverine growled as he lunged into the man, but he moved out of the way, just missing a metal claw by a few inches. "Charlie's down, kids. He can't shut down pretty boy's brain! We're going to have to do this the hard way." He roared as he spun around and tried to claw the man again.

"You're making me do this! I don't want to do this!" Magician whined as he kept dodging the man's claws. "This is the last think in the world I want to do!"

"Then stop trying to erase our minds and tell us why you're doing this!" Scott roared as he sent another blast of red energy to Magician who diverted to and made the energy hit Rogue and Bobby. "If we stop fighting you… you make us forget you ever lied to us. We can't let that happen!

* * *

><p>Westchester General Hospital:<p>

"All right." The nurse said as she entered the room that belong to Dazzler. The woman closed the door behind her and looked down at the papers, not realizing that the curtain around Dazzler's bed had been pulled. "It's time to change your sheets. I know how much you love that."

The woman looked up and gasped at the curtain. "God Lord, that scared the crap out of me…" She looked at the curtain curiously and reached for it. "I wonder who pulled this out?"

"Well, anyways… if I can—" She dropped the bed sheets she was carrying when she saw that Dazzler was no longer in her bed. "Oh my!" She quickly turned around and rushed out of the room. "Get the doctor… get the police!" She said frantically as people rushed passed he to the room down that hall. "We've got a messing patient!"

She reached out for a blond man who was rushing in the same direction as the other people and he looked at her. "Can't." He said pulling himself away and rushing down the hall. "Code Blue… it's the other mutant."

The nurse rushed out of the room and almost ran down the hall towards the noise. He peeked inside to see the pink skinned woman thrashing on the bed, she couldn't tell if she was awaken and trying to get away or if she was suffering from something eternal.

"Dr. Ferkson!" One of the male nurses's yelled as he rushed in. "She seems to be convulsing, but we don't know why!"

"This is one with the bullet wound to the head?" The doctor asked as he pulled on some gloves that another nurse handed him.

"Yes!"

"We might have missed something during the operation…" He placed his hand across the bullet wound. "There seems to be swelling… this doesn't look good… We have to get her to surgery!" As one, all three nurses rushed Blink out of the room and ran her down the hall, leaving the four nurses shaking her head.

"The other mutant is missing…" She whispered as she watched all four people turn a corner.

* * *

><p>Back at the Mansion:<p>

Storm flew past Phase and Charger as they were blown back and sent bolts of lightning towards Magician who yelled as he tried to miss all of them, somehow the boy managed.

"Let's see if you can cast a spell to grow your face back!" Wolverine said as he jumped at the man just as he landed from the last lightning bolt.

"Wolverine!" Scott yelled at the man as he sent a blast of red energy towards him and knocking him off of Magician. "Have you gone crazy? What are you doing?" He asked frantically.

"He's messing with your mind, Slim." Wolverine said getting to his feet and holding his left arm. "He's the bad guy, Summers!" Logan let go of his hand and rolled it, nodding, he charged back towards the boy. "He's been trickin' us all!"

"What?" Scott sounded confused as he shook his head back and forth.

Charger and Phase slowly got to their feet from being blown back from the first blast, Rogue looking rather dizzy and Iceman looking sick. "That's his power, boss man…" Phase said as he threw a fist at Magician.

"The boy is going to get it from me." Charger moaned as she reached for some metal screws in her pocket.

"You brought this on yourselves." Magician yelled as he dodged ice spikes from Iceman and went for Rogue, grabbing her by the neck. She gasped as the two flew back a few feet and Magician began to squeeze.

"Oh, and how was it supposed to go?" Kitty asked phasing through people to get to the man. "You make me break up with my –" Kitty's eyes went wide as Rogue flew toward her, she phased as the woman flew right through her and into a wall.

"Sorry Rogue!" Kitty said as she took a few steps away from the unconscious woman. Kitty turned her attention back to Magician and he was smiling at her. She looked up and saw what he had done. The man had created a huge rock over her head and it began to fall down.

"Wait… I can't phase!" Kitty yelled as the rock crashed down on her.

"Kitty!" Colossus roared from the sidelines.

"She'll be fine… I don't want to kill you; I just want to make you stop fighting me!" Magician said as he dodged another bolt of lightning and red energy beams.

Colossus roared as he charged toward Magician. Not knowing what to do, Magician threw his hands up forming a rocky type of shield around him. Colossus smashed into it, turning it to dust, sending the man skidding backwards.

"This isn't going to be easy, is it?" Magician said standing up and brushing the dust away from him. "You're going to make me hurt you, aren't you?"

Wolverine charged at the man. "We're going to make you try." He yelled as he lunged with his claws. Magician turned around to see Wolverine coming and the claws landed right across his right shoulder. The man screamed in pain as he fell backwards a few steps.

"I can rip the Adamantium from your bones, Wolverine." Magician said, healing his right shoulder. "Just surrender. Really… I'm trying my headrest. I'm an asset! You don't need to do this. I'm no villain…"

Phoenix who was still in the air, watching the scene play out below watched as Cyclops threw some words back. Phoenix wasn't paying attention, he was searching for someone. He had quite searching for Wild Child in the Mansion and decided that he would use his mind.

He reached out… Touching everyone and everything has he went. Never before had he felt so connected to the world around him. Then he felt someone, not the girl he was looking for, but another presence, like himself… in fact almost identical.

_Who are you… _It asked in his mind, the voice sounded scared, but also sounded as if it was demanding an answer.

_I am you, young one. _He said back… or was it him; it almost felt like it was coming from within him, and not Alex himself. _You will awaken soon… and all my plans will ripen._

_ You can… cannot command me! _The voice spat back, gaining confidence.

_You are young. _Alex's voice laughed at it. He could feel the anger pouring out of the other voice. _You will become great one day… _The voice paused, thinking. _If you can beat them… It._

_ What are you talking about?" _It asked.

_The goblins are an omen, young one… They will –_

"ENOUGH!" Magician roared as he threw out his hands and a yellow blast of energy poured out around everyone. He had screamed so loud that he brought Phoenix out of his mind trance. Magician also must have forgotten about the young man, because nothing was effect him like it was everyone else.

"Ever since I found out I was a mutant I idolized you." Magician said as his eyes turned golden and more energy was poured into the effort of turning the entire room into a jail.

Phoenix watched as everything around the X-Men turned to liquid and started and twisting around them. As it twisted it began solid and the X-Men were trapped, more and more liquid was pouring over and around them as they tried to move.

"I just wanted to be one of you… I just wanted to be an X-Man!" He roared as he began to float into the air, more power than Phoenix would have liked to admit that the tiny man had.

"You couldn't just leave it alone… you had to interfere with my plans. It could have been perfect! But now I have to kill you all."

"Not today." Phoenix said hovering over the group of X-Men. As one they all turned up to see that Phoenix had gotten rid of the fire bird and now had fire flowing from his body, as if a wind was taking it away and more was being produced.

"Before I kill you, though..." Phoenix said, floating down, closer to the ground. "You have an answer my question."

Magician looked worried, for the first time this entire battle and tried to throw up a hand, but nothing happened, in fact, his hand didn't even come up.

"Where is Wild Child!" Phoenix said through a voice that was not his own, but something that felt dark and twisted. Fire spread away from his mouth like the rest of his body as he reached out a hand and slowly curled the fingers into a fist.

Magician lifted as Phoenix's hand did and his arms went to his throat as Phoenix's fingers curled in the fist. "Please…" He gasped through gulps of air.

Phoenix hovered closer to the man, glaring at him. "I can't hear you, Elliot." He mused as the boy finished floating to just a mere few feet away from Phoenix.

Magician narrowed his eyes as he took his hands away from his throat and waved his hands. Phoenix eyes seemed to glaze over as Magician flew to the floor, in a crouching position, coughing as he took huge gulps of air.

"That wasn't very nice." Elliot glared as he jumped away from a blast of cosmic fire. "It seems that I might have touched a nerve."

"I would never let you touch me." Phoenix spat as he hurled another blast of cosmic fire at the man, who quickly jumped out of the way.

"Let's even the odds…" Magician said as he jumped away from another blast and waved his hands.

Phoenix turned around as he heard a blast from behind him and saw the Brotherhood of mutants all crash into him. "What?" He shouted as he flew to the floor as Multiple Man, Toad, and Blob came crashing around him.

The X-Men and Fury who were trapped watched as the two mutants were battling each other and then the group of Brotherhood mutants crashed into the room. Colossus wiggled back and forth, trying to break free to save the man that he loved as the others watched in horror.

Wolverine looked impressed by how the teenager was handling himself, also thinking why he hadn't fought like this before. Then he realized that he and the rest of the X-Men really didn't know that much about this future team of X-Men.

"So the Brotherhood attacking us in New York… that was…" Rogue asked looking at the others that were around her.

"It wasn't really them…" Iceman said in disbelief. "What else is this guy capable of?

"Almost…" Colossus said as he grunted and twisted in place. "…free… If I could… just…"

Magician watched the scene unfold and noticed what Colossus was doing. He placed a hand to his head to concentrate and waved his other hand. "Did someone say they weren't in enough pain?!"

Colossus began to yell as the metal around him twisted and grew tighter. The rest of the X-Men looked away and tried to not listen to the grinding metal.

Phoenix laid on the ground his hands above him in a protective stance as the Blob tried to crush him with his weight. "He's… too heavy…" Phoenix moaned as his eyes began to roll to the back of his head.

Something snapped in Phoenix and power began to surge all around him. The man that was son top of him began to laugh; "Son, I'm the Blob, if I don't-"

"Shut up!" Phoenix yelled as yellow energy burst from around him and the Blob shot off the young man and up into the air, flying out of the building and up into the upper atmosphere.

The rest of the group was no longer trapped in their metal cages, but floating through the air.

"What in the hell?" Wolverine said as he floated upset down in the air.

"Phoenix?" Colossus asked, all the pain that he had felt was gone.

"What are you doing?" Magician asked as he waved a hand and fell out of the air, landing on his feet and charging towards Phoenix.

The rest of the Brotherhood of Evil Mutants disappeared as Elliot grew closer to the young mutant who seemed to be stunned.

"Alex!" Peter roared, "Wake up!"

"It's time to finish this." Phoenix's eyes snapped open and he raised his hands as he began to glow pink and red. All the mutants around him fell to the ground.

Everyone's eyes were on Phoenix. No one knew what to do or that fact that Phoenix had basically just changed the outcome of this battle

"I'm tired of having things done for me." Magician said as he snapped his fingers, yellow energy forming around his hands. "I think it's time I got my hands dirty."

Wolverine glared at the man as he took two huge steps toward him and slashed with his metal claws. "Phoenix, stay back! I got this!" Wolverine glared at anyone to question him.

All the X-Men gasped as Wolverine slashed at the man's throat and blood splutter out across Wolverine's face.

"Logan!" Xavier said, trying to reach the man, but he seemed to be in a rage.

"Guk!" Magician tried to say something as he put a hand around his throat, blood running over his fingers. With his other hand he pointed it at Wolverine and the metal around him and below him began to spin and twirl around him. Wolverine shouted as he raised about five feet in the air and the metal solidified at his waist.

Magician spread his arms out as the blood at his throat stopped pouring out and swords appeared in his fist.

"Swords?" Wolverine laughed. "It won't help."

Magician lunged at him and attacked with the swords, he tried to say something and Wolverine smiled. "Yes, I know, tell me all about it." Wolverine mused as he blocked and broke one of the swords.

Magician drew closer to Wolverine as he tried to plunge the sword into the man's chest, Wolverine smiled as the boy did exactly what he wanted.

"Logan!" Phoenix yelled throwing up a hand. "No!" But it was too late; Wolverine plunged both his claws into the man's chest and twisted.

The man screamed as the world around everyone turned red.

When the red light disappeared everyone that was in the room was now sitting in the center of the room. The room was completely restored and everyone looked around confused.

"So, uh… what happened?" Iceman asked looking around, legs crossed under him. "I mean, did that all really happen or not?"

"It happened." Wolverine said standing up. "He's dead—"

"Sit down!" Phoenix roared as he waved a hand at the man. "He was the only one who knew about Wild Child."

"Chill, P-Bird." Logan said as he tried to get up but he couldn't move. "We were attacked a few weeks back… I think Magician made us forget when—" Logan stopped as he shot up and was face to face with the boy.

"We will find the girl." Logan promised. Phoenix let him go and he landed on the ground, hard, but standing up.

After the rest of the group realized nothing else was going to happen they slowly got to their feet. All looked as if they had been through hell and back. Wolverine looked around and huffed, "At least we don't have a mess to clean up."

"I'm going to check on Jean." Scott said in a rush as he walked towards the door. Before he could near it though it slid open and Jean was standing in the doorway.

"I tried to blast through it, but I couldn't access my powers."

"Magician…" Scott said wrapping his arms around the girl and smiled over her shoulder. "He thought you were the threat."

Colossus picked Xavier up and looked over at Phoenix as the man approached him. Something about him had changed, Colossus noted. But his feelings for the young man hadn't changed in the least. "Is it over, Professor?" Colossus asked as he placed the man into the wheel chair that Fury pulled up. "Where did he go?"

"Gone…" Xavier said looking down at his feet as he moved himself in the chair. "I don't sense so much as an afterthought of him. It's as though he never existed."

"But how?" Jean asked as she and Scott walked up to the man. "Is that even possible?"

"Possible?" Xavier looked at his X-Men as they piled around him. "I think we've discovered today that what is possible is far beyond anything we could ever have imagined. There is a lot to learn from this incident." Xavier took a breath as he placed his hands on the wheels of the chair and turned to get a better look at his X-Men and more importantly Phoenix.

Phoenix had done so much in this battle and he had so much power… Xavier was starting to worry about the young man. What is he was truly the Phoenix.

What would they do if that kind of power was unleashed into the world?

All the X-Men started to group around in their little clicks that Xavier noted they were forming. "Mutant powers are a gift, I truly believe that. But Magician has proven to us that our understanding of the limits of mutant ability is… well, none.

"Left unchecked, Elliot Boggs could have unwillingly caused the deaths of us all… or hundreds if not thousands, of people. We have to be prepared to do what must be done in the event of such mutants manifesting." Xavier concluded.

"I'll send a team over to scan the area—there must be a trace of him here… something to indicate he existed." Fury said looking confused at what happened to him. "Something for his parents to bury."

Magician wasn't evil, or so they thought, he a time he was one of them. One of the X-Men. But… what he did was unforgivable.

He was still a mutant, a human. He still deserved the respect of dying in a battle that may not have been under his control.

* * *

><p>The Next Day:<p>

Kitty sat in the front yard, her knees pulled up to her chest. She cocked her head and her brown flew around her face as the wind blew. She was thinking about what had happened the past couple of weeks. She couldn't remember the last time she had seen Spider-Man, or the last time she felt happy, if you didn't include the fact that Elliot was manipulating her.

"I never really would have hurt any of you, you know." A voice behind Kitty said.

Kitty turned around and saw the tall muscular teenager known as Elliot standing behind her. She didn't know where the man came from and almost screamed, but she seemed to have lost her voice.

"Thing is, I didn't plan this. I didn't even know I was a mutant until they brought me here—until Xavier and Jean told me." Elliot drew closer to the girl, hands in his pockets. "Close as I can figure it, my powers are that reality warps around me… to provide me with whatever I want."

Kitty couldn't get to her feet and just pushed herself away from the young man, still not able to say anything. "I saw the X-Men on TV… and I was on the team before I knew I even wanted to be there…

"I didn't want my parents to die, but that was the easiest way, I think, for me to accept my surroundings and be brought to this Mansion… to Xavier. Of course, they're not really dead. Which is a relief…" Elliot took another step to the girl who had stopped moving and took a seat next to here.

"I'm still trying to figure out exactly how things worked out… what I did and what I didn't do… what I was in control of and what I wasn't. It's my desire that controls it." He crossed his legs under him and placed his elbows on his knees. "I wanted to be on the team, so the Brotherhood attacked while the team was split.

"I had no idea about Wild Child and I made all of you forget about her… I thought you were cute and suddenly you were flirting with me… The only person who wasn't truly affected was…"

"Me." Phoenix said as he walked out of the forest and stared at the two mutants standing in front of him.

"Thank you." Elliot said as he stood back up and took a step closer to Alex. He looked back and saw that Kitty was in the same place she was in before he had started talking to her.

"I thought I had told you to leave." Phoenix said crossing his arms at his chest.

"I just wanted to tell someone what really happened… why I acted the way I did."

"She won't remember…" Phoenix said glancing at Kitty and then back at Elliot. "I won't let her."

Elliot looked at the man and then shook his head. "Do they even know who you really are?" He asked.

"He doesn't even know who he is… yet."

Elliot looked at Phoenix and didn't realize what the man was talking about.

"You will disappear until I have need of you." Phoenix said, not asking a question, but telling the man what was expected of him. "You're not exactly a mutant… Something is happening in this time that is grand and perfect."

Elliot looked at the man, confused. "I'm not a mutant?"

"You are, but your mutant ability is to control magic…" Phoenix smiled at him. "The primal force of the earth itself, Chaos Magic, it is coming back and you are not the first to be effected by this, nor will you be the last." His smiled deepened as the light around the three mutants slowly faded.

"Kitty?" Scott asked coming around a group of tree's looking for the woman.

Phoenix turned to see where the man as coming from and waved a hand in the direction of Elliot, who disappeared in a flash of light. Phoenix then faded into the forest and disappeared as well.

* * *

><p>Later:<p>

Logan sat in his room, with a beer in one hand and a small golden ring in the other. He took a drink and then looked at the ring closer. This was the only think to his past, this and the girl. He had to find Rose, for Phoenix and himself. The girl said that she was his daughter, the test that he and Xavier had done months earlier said the same thing, but computers could be fixed to lie…

Not that the Professor would lie, but someone would and could lie to him. He sniffed the air around him and looked out the window. Someone was out there. He groaned as he closed the window and walked away from.

That man was not his son and Wolverine knew the truth about that, no matter how well Sabertooth thought his lying skills were.

Not tonight, another night. Now he just needed to grab some X-Men and go look for the girl.

* * *

><p>Peter walked down the hall and made a B-line to Alex's room. The young man had a lot to explain to him and Peter decided that he was not going to leave until Alex told him everything.<p>

As Peter turned the corner and bumped into Kurt. "Sorry, man." Peter said as he held a hand out to grab the man from falling. Kurt pushed his hand away as his tail twirled and he caught his balance.

Peter looked at the man and noticed that he had a backpack on that was crammed full of stuff. "Kurt, what's all that for? Are you going camping?"

"I have nothing to say to you." Kurt spat, taking two steps backward, tail swishing wildly in the air.

"Don't take that tone with me, you little pointy ear smurf." Peter said glaring down at the man. "

"I have had enough!" Kurt yelled as he lunged at the man and teleported at the last minute.

Peter turned into his metal form as the yellow dust and brimstone washed over him. He sighed as he realized that what he said was true. He was over trying to please the man and Alex had been right.

He turned around to head towards Alex's room once more, smiling and forgetting why he wanted to be there in the first place.

The End.


	30. Issue 75

So! Sorry this took so long! But you know how it goes. Life happens right! lol. Well one of the reasons why this chapter took so long, I just kinda lost interest, but for some reason it came back! lol... Also. I got a new job, I'll be moving to japan to begin a career in teaching! So I'm hoping with a stable job, I might be able to keep up the pace of doing this story twice a month!

This issue is slightly bigger because I decided to make this issue from the annual. This is Breaking Point. More of the story is starting to come together and I hope yall enjoy it!

* * *

><p>Ultimate X-Men:<p>

Issue 75

Breaking Point

Xavier's School For Gifted Children:

Kurt Wagner was lying in his bed, tossing and turning. His dreams of late had been filled with nothing but the past. In his dream state Kurt teleported out of the helicopter that was sending him to his target.

A part of the Weapon X program was to train him to be a lethal weapon. He did not ask questions and was only given information to help him in his role; Kurt turned in his bed, further tangling him in the sheets.

Kurt reappeared on the ground in front of two guards who looked surprised. Without a word, Kurt teleported again, just to reappear behind one guard, snap his neck, teleport behind the next guard, snap his neck and finally to disappear and reappear down the hall.

He took a deep breath as he watched the two guards fall to the ground and turned down the hall to continue his journey. Running around a corner Kurt attacked the closest guard, killing him and picking up his gun to fire it at the next guard before he had a chance to react.

Before Kurt teleported he looked at the door that the guards where guarding and wiped the blood from his face. He couldn't even remember what person he had killed that splattered him with the blood.

He smiled and teleported through the door to find his target; instead of finding the man he was supposed to kill, Kurt was standing face to face with Alex.

"What are you doing here?" Kurt yelled as he lunged at the young man.

Alex just smiled at the man not moving a muscle as Kurt froze in midair.

"That's a good question, Kurt." Alex said as he slowly floated off the ground. "I'm I part of the dream or am I actually here?" Alex waved a hand and the room around the two mutants disappeared leaving them in black emptiness.

"Get out of my head!" Kurt roared, trying to move but not being able too.

Alex's smile deepened; he rolled his wrist and Kurt moved to a standing up position. "So I'm actually here, in the dream."

"I…" Kurt didn't know what to say. Was Kurt just dreaming all this or was Alex actually here. He did miss his friends and what they used to have, but Peter lied to him, Peter couldn't trust him enough to tell him the truth…

"And you can't get over it?" Alex finished the other man's thought.

"How did you…"

"You're still trying to figure that one out huh?" Alex laughed. "I thought it was pretty obvious." Alex paused and cocked his head to the right, crossing his legs and sitting down in the air. "Get over it."

"What?" Kurt said, looking confused.

"You need to get past this…" Alex said looking the man in the eyes. "Can't you see you are going down a very dark road… dreaming about…" Alex waved a hand and Kurt's dream came back around them. Kurt watched as he teleported through the door and slashed the man that was waiting for him on the other side… the way it was supposed to happen.

"Get out of my head!" Kurt roared again.

"So I'm here and not just a dream?" Alex mused, turning upside down and floating passed Kurt.

"I don't know!" Kurt yelled. "Just LEAVE!" He roared and the dream around him shattered.

Kurt woke with a start and stared up at the ceiling, breathing hard. He blinked his eyes twice and rubbed his forehead, it was covered in sweat.

Was it just a dream… or… or was Alex really there.

Did he know?

* * *

><p>Xavier's; a few weeks earlier:<p>

Anna and Michael were sitting in Xavier's office looking at the man as he read over some papers. Anna was wearing an outfit that she had bought on her trip across the country to get back to Xavier's.

Michael, Rogue, and herself hadn't been home more than a day when Xavier wanted to speak to them, at once. She didn't even have a chance to shower and she reeked of week old clothes.

"Professor, I just… don't' know what to do with her." Anna said looking down at the floor. The two were talking about Rogue. "I tried to help her with her powers, but I just can't… my powers work like hers but I can turn them off, where she can't."

Xavier nodded his head and looked up at the young woman talking. "I have been thinking about it since your little group lift and I think it has nothing to do with her powers, but her mental state."

"What?" Michael said shifting in his chair, he was almost too big to fit in it and the young man seemed to have gotten even bigger since leaving the mansion those months ago. "You mean you think she is crazy?"

"No, nothing like that, Michael." Xavier said with a smile. "I mean I believe that she has mental blocks that make it almost impossible to control her powers."

Anna smacked a balled up fist into her other hand. "That would make sense." She almost jumped out of her chair. "I can't believe I didn't think of this before. Every time she touched someone she and it scared her she mentally formed a block protecting herself…"

"Exactly." Xavier said, smiling. "The only problem is-"

"How many blocks she has." Michael completed the older man's thought.

"Yes... Since arriving I have been scanning Rogue's mind and I keep finding more and more thought patterns the deeper I go." Xavier sighed. "Her time with Weapon X and then the Brotherhood seems to have added an enormous amount of 'voices' in her head."

"So you can't help her?" Anna said, looking miserable.

"Well, that's where you come in." Xavier said. "I'm hoping, if you volunteer, that I can scan your mind and find out more about hers." The two teenagers looked at the man a little confused. "I can assume that since you and Rogue have the same powers that you're thought patterns on how to use them would be the same. You have no blocks so I can roam freely and figure out how the powers are supposed to work without the blocks.

"Oh!" Anna smiled. "That is… genius!"

"I guess that is a yes?" Michael said smiling.

"Excellent." Xavier said wheeling himself away from the test and over to a tray with tea and cookies on it. "Would you like some tea while we talk about your adventures? I have some free time before my next meeting?"

"Professor!" Michael said getting up and rushing over to the tray and pulling it away from Xavier. "Let me." Michael smiled down at the man as he phased through the tray and pushed Xavier back to the desk. Turning around he poured the man a cup of tea and looked at Anna who nodded her head.

A few minutes later the group of mutants where sitting around the desk talking about their adventures and drinking tea. Everything seemed utterly normal; no one knew what was going to happen in the coming hours.

No one saw it coming.

* * *

><p>Hospital; The Night Magician Attacked:<p>

Kurt sat in his usual place looking at Dazzler. His eyes widened as the woman in front of him began to move and then finally her eyes opened.

"Kurt?" She said, her voice weak from not using it the weeks that she was passed out. "Hey fuzzy elf…" She managed a weak smile. "Where're the rest of the X-Squad." She moved her head around looking for people, anyone. "Warren?"

At the mention of Warren's name Kurt's eyes narrowed and his muscles tensed.

"Kurt?" Dazzler said. "What's wrong?"

"Oh God! Ali!" Kurt finally said jumping off the bed and making his way to Dazzler's head. "Ve're in danger! You are in danger!"

"Kurt!" Dazzler yelled as the man jumped on top of her. "What is going-" She couldn't even finish her sentience before Kurt teleported the two away.

Kurt reappeared with Dazzler in a dark enclosed cave. He thought he was the only one who could see through the dark as he reached out for the lantern that he stored in the corner; during it on the very small room gloved with the faint yellow light.

"Kurt, I can't move my legs… I'm so tired. Why did you teleport me?"

"Ali, I have to think!" Kurt placed Dazzler on the ground and put a blanket over her.

"Where are we?" Dazzler said looking up at the mutant that was helping her. "Who attacked?"

"We're in a cave." Kurt said taking a setting position next to the woman and pulling his knees up under his chin. He had to think, he just kidnapped the woman he loved and told her that they were under attack!

What was wrong with him? He looked over at the woman and she was staring at him, her eyes big with fear. Strange, he had never seen the woman scared before. "I…" Not knowing how to start the lie… not wanting to lie. "I don't know what happened… it was so fast!" And then it hit him, Alex!

"It must be Alex!" Kurt said taking his eyes away from the woman. "His powers have gotten more and more out of control since the attack by Magneto!"

"Alex?" Dazzler said trying to roll over onto her side. "But... who else is hurt… It can't be Alex he had such—"

"Stop it!" Kurt started to yell. "Stop trying to protect him! Stop trying to protect them! He is bad! EVIL! I don't know who is dead! I don't know anything!"

Dazzler's eyes went wide at the outburst. She watch has Kurt became more and more irate, spit flying out of his mouth, his eyes bulging, the vein in his forehead looked like it was about to burst.

Kurt quickly turned his gaze away from the woman, looking down at his feet. He had to take control of the situation before he scared the woman even more.

He finally looked at the woman and smiled, "I vas very vorried about you."

"How long was I out?" She asked not wanting Kurt to start screaming again.

Kurt visibly un-tensed himself. "A few weeks, but it felt much longer, Ali."

"And Lorna?" Dazzler said. _Keep him talking, _she thought, _something ain't right here._

"That vas just a trick to bust Magneto out of jail, but ve beat him. He's back in jail." Kurt smiled at the woman. "Conner though is missing. Alex doesn't seem to care."

Dazzler smiled at the man, placing a hand on his leg. _There! Alex cares more about his team then he does himself… something is wrong._ "Okay…" She said. "What's the plan from here?"

Kurt looked away from the woman again and sighed; he quickly looked back at her. "Ve vait. The Professor said he would contact me when he thought it was safe."

"Okay…" Dazzler sighed realizing she wasn't going to get anything else from the man. She smiled at him and took her hand away, trying to push herself up into a sitting position she said, "Got anything to read?" She looked up at the ceiling and wondered how deep underground she was… could the Professor hear her thoughts? _Um… calling Charlie… calling Charlie… anyone? Should have paid more attention on how to call a telepath when Jean showed me… _Dazzler though; sighing to herself.

* * *

><p>Xavier's: Today<p>

Professor Charles Xavier watched one of his first students, Scott Summers, get up from his chair and walk out of the room. Scott was just the middle of a long line of students that Xavier was talking to about the incident that happened yesterday.

The death of Elliot Boggs.

Xavier had seen so many different reactions to the man that he didn't even realize that people could feel in so many different ways and he was a telepath! Xavier felt that Kitty had one of the strongest hour long sessions. She hadn't said anything, she just cried. Cried over being tricked, cried over being confused, cried over being used.

Xavier wanted to reach out to the young woman, but he knew it would have just been best to let the young woman cry, so he did. One of the weirdest reactions was Alex's. Alex didn't even seem to have a reaction. When Xavier scanned the young mutants mind he felt nothing, well that's not true exactly.

It was a lag of nothing. Instead of feeling something or not feeling something it was just empty space. Alex also refused to talk about the incident and instead talk about things that were happening around the world.

Xavier felt like he should go along with the young man because this might be his way of dealing, but Xavier wanted to know why there was just nothing there in the spot of his mind. Alex did have telepathic ability, but he didn't use it very much and Xavier felt like it was beyond his control to just simply erase the day from his memory.

Which brought Xavier to think about his young charges and his future team. Alex was a mutant from the future, from what part of the future Xavier did not know; neither did Alex and his team. They were sent back in time to try and stop something from happening, again they did not know.

But Xavier did notice that the stories from the team members were slightly different. Alex seemed to know what was going on more than the rest of his team, while Anna, Rose, and Conner had no idea. Xavier suspected that Michael knew something but he hardly ever talked to anyone Xavier couldn't make sure and he refused to search the young mutants mind.

That bothered Xavier. He trusted these mutants, they had yet to give him reason not to, but their stories were different on why they were here.

It all came back to Alex and to make matters worse it appeared that his Phoenix powers where increasing at a frantic pace. Lilandra was looking into Jean who for all intense and purposes only shows the Phoenix power when questioned when she should be looking at Alex, but Xavier wanted to keep that little kink to himself… for now.

"Chuck." Wolverine said as he walked into the room.

"Logan." Xavier said as he watched the man walk into the room. When he told his residents that there were going to be mandatory therapy sessions he included Wolverine into that, which pissed the young man off to know end.

Xavier wanted to smile, but he knew that the smile would infuriate Wolverine, so he cracked a smile.

Wolverine huffed as he took his set in front Charles and crossed his arms over his chest. His huge arm muscles bulged as Wolverine tensed and narrowed his eyes at the man in front of him.

"Are you okay?" Xavier asked looking at the man.

"Seriously, Chuck?" Wolverine said looking at the man. "I've handled worse, I've done worse."

"You didn't answer the question, Logan."

"Am I okay?" Wolverine said the question out loud. "I killed a boy yesterday. I killed a boy that threated the entire team. I killed boy that made me forget about one of our teammates who might actually be my daughter from a horrible future. I killed…" Wolverine unfolded his arms a shook his head. "I'm fine."

Xavier went to say something but stopped.

"I have been dealing with this for as long as my memory lets me. I can deal with it. I will deal with it so I can find Rose." Wolverine stood from his chair and turned away from Xavier making his way to the door. "We're done."

Xavier went to stop the man, but the phone ringing stopped him.

Sighing, Xavier picked up the phone to hear a very frantic mind attacking him.

"Sir, please calm down." Xavier said into the phone.

"Excuse me? I haven't said anything."

Xavier sighed and lowered his head. It had been a very long time since he had slipped up with something like that. "So sorry, I was talking to one of my students."

Xavier kept silent throughout the entire conversion, thinking, his mind racing at what he was just told.

"Sir?" The doctor asked the man after there was no response.

"This is unacceptable, Doctor." Xavier said holding onto the phone so tightly that his hands where turning white. "That will be all." He said hanging up the phone before the Doctor could say anything else.

Xavier slammed the phone on the desk and looked at it. How was this happening, why can't he or his students catch a single break?

This is unacceptable.

* * *

><p>A few hours later:<p>

Xavier sat in the center of the war room and waited for his students and future X-Men to gather their seats, the anger in his eyes must have shined bright because all the children looked confused.

Xavier had mentally called everyone and to attend the meeting in their battle uniforms for anything that was unexpected. When the entire student body sat down and placed his elbows on the arms of his wheelchair and took a deep breathe.

"Alison Blaire is missing."

"What?" Alex said almost standing up from his position next to Peter.

"She disappeared from her room yesterday afternoon." Xavier said waving Alex back down. Clearly Xavier was more upset then the rest of the group. He stole a quick glance around the room and say everyone in different states of confusion, Xavier also made mental note that Kurt was not in the room.

"The hospital had been trying to get in touch with me, but due to recent events they couldn't get through till now. We don't know what happened to her. We don't know if she's awake or still in her coma. We don't know where she could have gone."

"So when do we look for her?" Michael chimed in.

"What do you mean, Michael?" Bobby said. 'The girl is a wild card, this wouldn't be the first time-"

"She's one of us Bobby!" Scott said looking at the young man. "X-Men don't leave X-Men behind." Scott said looking at Bobby then to Wolverine.

"Children!" Xavier mentally shouted.

Everyone winced by Jean and Alex. Xavier took a mental note of that as well. Both of those students had progressed in their mental abilities at a remarkable rate. "We may not have anything to worry about, but I want to make sure.

Just then, Kurt walked into the room. "Vhat is going on?"

"Dazzler is missing." Kitty said turning around to look at the man.

"Vaht?!"Kurt looked shocked, almost too shocked. "Is she okay?"

"We don't know." Alex said looking at the man which mad Kurt uncomfortable. "She's missing."

Kurt quickly looked at the floor. "Right… yeah. What are ve going to do?"

"Not much we can do Kurt." Scott said standing from his chair, Jean copying the man. "We'll have to ask around some of the places she liked to hang out."

"Of course, I'll help!" Kurt said, his voice cracking. "I can cover a lot of ground vith my powers."

"Sounds like a plan." Wolverine said looking at the man.

"Can I tag along as well?" Alex said looking at the two. Peter behind him almost looked upset that he wasn't also invited to search for the woman.

"No." Kurt said quickly backing away from the two men. "I can cover more ground by myself." Kurt quickly walked between the two men and made his way to the doorway while the rest of the team was splitting into groups to search for their lost teammate.

Wolverine watched the young mutant walk away as Alex drew closer to him. "Did you smell him?"

Wolverine looked surprised for a minute. "Did you?"

Alex just smiled and tapped his forehead. "Something's wrong."

"That's an understatement." Wolverine gave off a rough laugh as we walked past the groups of teenagers and made his way to Xavier. "Chuck."

Xavier turned in his wheelchair and looked at the man. "Yes?"

"I…" Wolverine begin, but was looking for the right words to say. He didn't want to accuse Kurt of what he knew the boy was doing… Wolverine had finally started to view these kids as something more than that… almost like a family.

"Kurt. He reeked of our missing problem child. It was fresh too." He said as he looked down at the floor, his hair falling into his face, causing dark shadows to cover his eyes.

"I know." Xavier said not missing a beat. "I sensed it on him the moment he entered the room. Well, not really from him, but from Alex."

"Alex told you?" Wolverine sounded confused.

"No. Alex's emotional state heightened and it tipped me off." Xavier paused for a minute to choose his next words carefully. "The Weapon X program made it harder for me to scan their subject's minds. Unless I was actually looking for it, I wouldn't have known it was there."

Xavier began to wheel himself to the door with Wolverine right behind him. Wolverine smiled, he hadn't even noticed the room clear as he talked to Xavier. I must be getting old he thought. "I'm assembling a tam telepathically as we speak. You can met them in the hangar." Xavier paused and looked up at the man. "You are more than welcome to join them, but you are not to use deadly force Wolverine."

Wolverine continued walking and nodded. "Got it Chuck. The elf is one of us after all."

* * *

><p>Kurt's Hideout:<p>

Dazzler sat in the dark cave reading a magazine when a bright light burst in front of her and the smell of brimstone filled the tiny area. She waved her had in front of her face as Kurt smiled at her.

"I brought some food." Kurt said, his mind racing.

"Good…" Dazzler said as she stood up slowly. Her wounds were still healing and she could feel her muscles going against what she was doing. She breathed in deeply as he leaned against the wall, taking in another breath.

Dazzler was pushing herself off the wall when she felt something touch her arm. Looking down she saw Kitty Pryde sticking out of the stone wall, holding a hand up against her mouth. Dazzler looked slightly confused, but had not time to say anything as Kitty began to phase her and pull her through the wall.

"We're here to save you." Kitty pulled harder then she intended and both girls moaned under the weight.

"Did you say something Alison?" Kurt said as he turned away from what he was doing and saw the last bit of Alison float through the wall. He dropped what he was holding and slowly stood up, looking down at the floor.

"Damn."

A few seconds later he Kurt appeared on top of a green hill, orange and yellow smoke swirling all around him. He narrowed his eyes at the tiny group of X-Men that ad gathered in front of him.

"Kurt we're to help you." Scott spoke, making sure he didn't raise his voice at the clearly sick mutant. "You time in Weapon X… your life before the X-Men has scared you."

Kurt didn't say anything as he quickly looked at the group. Rouge, Storm, Wolverine, Phoenix, Charger, Colossus, and Kitty, he smiled and quickly went through his mind n how to kill each and every one of them.

That's what his training taught him. To destroy.

"You need help." Scott said holding a hand out to the young mutant.

Kurt smiled, bu the smile never touched his eyes. "You want to help me? You don't even think I deserve to be loved! That I deserve to be alone! Can't I have someone?"

"Kurt!" Alison yelled at the man. "Not if you kidnap them!"

"Stop it!" Kurt yelled, spit flying from his mouth. "I was saving you!"

Wolverine walked up to the man and placed a hand on his shoulder. "Kurt, calm down. I know what those monsters did to us at Weapon X. You gotta believe us, we're here to help you.

"Don't touch me!" Kurt roared as he swung a punch at Wolverine, actually knocking the wind from the older man.

Wolverine rubbed his chin and smiled. "You get one of those in your life… friend."

"Stop it." Colossus said, his metal skin shinning in the light. "Let us help you. We're you friends."

Kurt took a step back, like he was physically punched by the man. "You are not allowed to call me that!" Kurt roared his eyes widening. "I don't even want to hear your voice! What you hid from me! It… you sicken me! I want you and Alex to –"

"Enough!" Peter clenched his fist and started to walk closer to Kurt.

"Peter! Stop it!" Scott roared trying to stop the much bigger man.

"l'm done with this Scott." Colossus said pushing the man aside and taking a quick look at Alex who seemed to be studying the entire situation. "I will not apologize for who I am and I have had enough with the way he treats me for it."

Colossus charged at Kurt and threw all his weight into a punch aimed at the man's chest but Kurt teleported away in a bright burst of flame colored smoke.

"Peter!" Alex shouted and Kurt reappeared and wrapped himself around Colossus.

"You made me to dose Peter." Kurt whispered into his ear and teleported again, both disappearing in another cloud of smoke. Kurt reappeared a few seconds later alone.

"What did you do with him?" Alex said floating into the air, fire consuming him and a small area around him.

Kurt tensed only for a second before responding. "The same thing I'm going to do to all of you!"

"I told Chuck I wouldn't kill you." Wolverine roared as he lunged at the man. "But that leaves a wide path open!" Wolverine's claws popped out of his arm and he slashed at the man. Kurt jumped up into the air to land on Wolverine's outstretched arm and then both disappeared just so Kurt could reappear once again, alone.

This time Kurt teleported in three quick jumps before appearing above Scott and smiling, "Shouldn't you be a better leader?"

"Scott!" Anna yelled as the two mutants disappeared and reappeared as small specks up in the sky.

"Kurt you have to stop this!" Storm yelled as she went into the air to try and save Scott.

"I didn't start this." Kurt yelled as he teleported between Iceman and Anna.

"Got him!" Iceman yelled as he sent an ice beam at the man. Kurt teleported away and the beam hit Anna instead. "Crap!"

"Bobby!" Alex roared as he tried to scan the battle field but Kurt was moving too fast to keep track of. "Who's side are you on?"

"I'm done with you!" Rouge yelled as she grabbed some cards from her jacket and threw the glowing objects at the man. "Why are you making us Weapon X-ers look crazy!"

"You think I'm crazy?!" Kurt yelled as he watched the energy charged cards fly at his chest and then just bounce off.

"What?" Rouge looked confused as she grabbed more cards and tried to charge them up. She seemed to be losing her powers.

"Are you okay?" Kitty asked Dazzler as the chaos continued around the two women.

"I think I will be…" Dazzler looked up at the girl and then back at the battle that was going on. She watched as Phoenix flew up and grabbed the falling Cyclops and as Kurt was utterly destroying the rest of the group. "What happened to him?"

Kitty didn't say anything as she looked up at the battle, her brown hair whipping around her face in the breeze. "This is new."

Suddenly a huge explosion from inside the earth torn a hole around Kurt and he was flung into the air. Colossus jumped out of the hole he made and looked down at Kurt. "What have you done?" The man roared.

"Where is Alex?!"

"Why him?!" Kurt roared. "We were friends! Why chose him over your friends!" Kurt yelled, tears starting to fill his eyes. "Everything is wrong! I wanted Alison to love me. I wanted you and Warren there. I wanted… I wanted…"

"Kurt…" Rouge said walking over to the man. "Come on… with can help you." Rouge reached out to the crying man.

"No!" Kurt yelled as pain rolled around inside him.

"Rouge!" Alex yelled as he threw his powers between to the two.

Kurt looked up into the sky as he felt the energy being drained from him. A single tar rolled down his check as a firebird burst into his vision. "Out… of my…. Mind."

"NO!" Rouge screamed as she threw her hands around her head. She began to teleport all over the battlefield. "Oh god! NO!" She roared every time she appeared into a new spot. "Out of my head!"

Rouge collapsed in the center of the field holding onto her head, tears filling her eyes. "My powers… they're back…"

"Where the hell is he?!" Wolverine roared as he jumped out of the woods and looked at the scene around him. The entire group looked to be destroyed. Peter was helping Dazzler to her feet, Anna was being unfrozen by Storm and Kitty and Cyclops seemed to be talking about something while Iceman helped Rogue to her feet.

Alex was the only one looking at an unconscious Nightcrawler floating in the air.

"We're going home, Logan." Scott said as the group turned back to the Blackbird.

* * *

><p>"So she left?" Jean asked as she enter the common room.<p>

"Yeah." Bobby said playing his video game. "She wasn't happy about being kidnapped and then Xavier not wanting to do anything about it."

"It's more than that." Peter said. "He… he needs are help and she felt…"

"Let her leave." Scott said standing in the door way.

"Scott." Jean said looking over at the man.

"No. Not everyone is meant to be… to be heroes."

Bobby put his controller down and looked up at the man. It was the first time that Scott had ever said something like that and it felt… hollow.

The entire room died as everyone looked at Scott.

"If this is what being a hero is like, the Ultimates can keep the title." Rouge said looking down at the floor. He gloves back over her hands and arms.

* * *

><p>Kurt lay in the medicine wing of the mansion, eyes closed. He didn't know if he was sleeping or put under by Xavier's powers at this point he didn't care.<p>

_I'm coming for you Kurt. _A voice cooed in the back of his mind.

_Leave me alone! _

_You are part of the plan for the future… You are one who will usher mutant kind into the future…_

Alex stood over Kurt and smiled as the room seemed to drain of all light leaving the two bodies in total darkness. "The Phoenix needs you, Kurt."

The End.


	31. Issue 76

Ultimate X-Men:

Issue 76

Cable: Part 1

Alex lay on top of his bed, eyes closed. He had lain in his bed for more than two hours and hadn't moved. He reached out with his mind to find out how long it had been since he last checked the time. Only three minutes had passed since last time he checked which made it two hours and twenty five minutes.

Alex felt the sunlight finally reach him as he reached out with his mind again, looking for his lost friend. Rose had been missing for six weeks now; Alex balled his hands into fist as the memory surfaced.

That child, Magician, had screwed everything up when he decided he wanted to be part of the X-Men. What he didn't realize was that when Logan and Ororo had come back from their little trip they had been ambushed by Sabertooth and Rose had been kidnapped.

To top everything else off, a week ago Kurt decided to go crazy and kidnap Dazzler…

Alex paused for a moment. That child?

Sometimes Alex wondered why he spoke the way he did… it wasn't like him, it was almost like someone was talking through him.

Alex's eyes snapped open when the doorknob to his room turned. Peter pushed his way in and walked across the room, hefting his huge body on the bed.

"Alex, I've got some news." Peter said, his voice soft, but firm.

"What?" Alex said pushing himself to a sitting position. Alex took an active role in trying not to read his boyfriend's mind, but it was hard. Xavier had warned him ever since he started training his mental abilities that it would be like second nature to read people's minds, but he would have to fight it.

"It's Clarice… she's finally awake."

Alex didn't waste a minute as he shot out of bed and ran over to his closet. Peter slowly got to his feet, wanting to say something else, but not being able to find the right words.

"Why didn't you tell me earlier?" Alex said referring to what he read in Peter's mind.

Peter stopped looking a little confused and then shook his head. "Dating a telepath…"

Alex stopped pulling at the shirt he had just taken off in his hands. He was looking at Peter, his eyes narrowed in confusion. "You're not telling me something…" He took a few steps closer to Peter, the muscles in his chest tense. "Peter…"

"She's awake, but… but she doesn't remember anything."

* * *

><p>"Today's my birthday…" Jean said sitting on her bed looking at the man that just walked into her bedroom.<p>

"Yeah, Jean… I know that." Scott said holding a box in his hands. He looked at her and then at the box in his hand, he held it out to her. "Hence the gift."

"No… that's not what I meant." Jean said taking the gift and looking at it in her hands. "I mean... with everything that's happened recently… everything we've… I've been through." Jean grabbed onto the box and squeezed it slightly, swallowing.

"The Shi'ar… Elliot Boggs… and Kurt, then Dazzler leaving…" Jean looked up at Scott and had tears forming in her eyes. "I mean… Am I supposed to celebrate turning twenty?"

Scott placed his hands in his pockets, not knowing how to handle the situation. "You could at lease open my gift…" He finally said getting to his knees and looking up at the woman that he loved.

"I'm not a teenager anymore… that should be a big deal… but…" Jean looked at Scott. "Thanks Scott, but I think opening gifts is going to have to wait until later."

* * *

><p>Outside Xavier was being helped out of a car and into his wheelchair. He looked up at the man and smiled at him. "Thank you Mister Westerfield."<p>

The man nodded at him and turned around, getting back into the car. Xavier smiled to himself as he wheeled himself closer to the front door.

Xavier felt a rush of wind shot past him and then a voice from behind.

"My my, Professor." Quicksilver said as Xavier turned his head to look at the man.

Xavier gave the man an annoyed look as Quicksilver crossed his arms across his chest and leaned against the building. "Sneaking into the school after an overnight stay with a woman you barely know?

"I don't mean to overstep my bounds, but I must say… it seems somehow beneath you." Quicksilver said with a snigger. "What would your students think if they were to find you like this?"

"What do you want, Quicksilver?" Xavier asked, not allowing himself to be baited by the young teenager. "One of my students has awakened from her coma and she needs the rest of her team."

"Since when did she belong to you, Xavier?" Quicksilver said as he unfolded his arms and handed Xavier a box that he had been holding. "Special delivery from Nick Fury." The man said as he handed the box to Xavier and shot off at the speed of sound. Xavier coughed as dust bellowed around him and looked at the box, wondering what it could be.

* * *

><p>Moments later, Xavier wheeled himself into his study and made his way to his desk. Placing the box, Xavier turned on his computer and pressed a few buttons. As the computer was working its way through a few windows Xavier looked at the book and sighed, knowing what is in it, but not wanting to believe it.<p>

"General Fury." Xavier said as he reached for the box and lifted the lid, looking at the bright round metal object. He sighed again as a video of Nick Fury popped onto his computer screen.

"Xavier?"

Without looking up from the bracelet in his hands Xavier said, "Is this what it appears to be?"

"A bracelet?" Fury asked, cocking his head. "Yes. After learning of your plan to keep Jean Grey at your school despite her recent and past episodes… I thought it was something you would need… Especially since you were keeping a little secret from me, Xavier."

"I do not answer to you Furry, never did." Xavier said placing the bracelet in his lap and narrowing his eyes at the man on the screen.

"You kept some of the world's most powerful mutants away from me, Xavier… it's something that I will never forget."

"I'm sure you sent this for another reason…" Xavier said spurring Furry on.

"You need to convince Jean to wear that… it could save us all."

"I trust Jean implicitly and I will not force her to do anything she does not want to. If this device works, I'm confident she'll be able to interact with her fellow students without incident."

Furry sighed through the computer screen. "This will work, no doubt. It was developed for the Hulk… something to use on Banner if he began to transform. It wasn't completed in time for him. One hit from this and her nervous system will shut down, rendering her unconscious. All we did was install a psychic trigger. It packs quite a kick. Are you sure you can handle this?"

Xavier looked away from the computer and at a picture that was taken before his future X-Men arrived and the new picture next to it with all his X-Men. "I assure you, if the time comes when it's needed, and I can't activate it… Jean will."

Furry looked at Xavier and nodded. "I hope your right… and we will discuss your five newest members later. Fury out."

Xavier sighed and looked at the blank screen shaking his head. "It's six, Fury." Xavier placed his hands on his head and reached out with his mind, searching for his students. He smiled as he found Peter telling Alex that his friend was finally awake… they were going to get the others.

Another group of his X-Men were in the living room, playing video games and finally… Scott and Jean, what was he going to do with those two. _Jean, please come to my study as soon as you get a free moment. I need to talk to you._

* * *

><p>In the living room of Xavier's mansion five of those very students that Xavier was thinking about were lounging around.<p>

Rogue and Bobby were sitting on the floor, playing a video game while Kitty and Anna were sitting on the couch, doing each other's nails. Michael took a side chair, reading a book.

"No, Rogue, you have to jump on that platform—"

"Bobby... shut it!" Rogue said through gritted teeth.

"Just let me help you…" Bobby said as he reached for the controller.

"No!" Rogue yelled pulling her controller further away from him. "I'm trying to learn this stupid game so we can play together Bobby!"

Bobby shook his head and reached for her wrist, touching it just for before Rogue let out a scream of sheer terror.

"Don't touch me!" Rogue screamed as she shot away from Bobby and bounced to her feet. The outburst startled Michael and he dropped his book and looked at the scene as Rogue stepped away. Anna looked away from Kitty's nails at the same time, the blood red color that she was painting on her friend's nails, dripping on the Kitty's bare leg.

As Rogue stormed out of the living room Alex and Peter walked in. Rogue jumped back when Alex tried to reach out to her, yelling. "Well y'all just leave me alone!"

"Rogue! Wait… You were wearing your gloves!" Bobby said as he rushed after the girl. Alex looked sad as the woman walked down the hall. During all the mess with Kurt and Alison, Rogue had finally lost Gambit's powers, and regained her old ones.

"What happened?" Peter asked as he and Alex walked further into the room. "Kitty?" He asked as he watched another drop of the nail polish drop on to her leg.

Anna brushed Kitty's leg and she shrieked in surprise. "What?"

"Sorry… " Anna said as she brushed more of the polish off her leg. Kitty looked down and grabbed some of the tissue she brought.

"No… no, it was me, sorry." Kitty rubbed the tissue on her leg and smiled. "We all have to learn at some time."

"What—"

"Don't worry about them Peter." Alex said walking into the center of the room. "Guys, I got us some good news! Blink is awake! Peter and I are going to see her..."

"What?" Anna asked, shocked.

"She's awake?" Michael said jumping to his feet. "What are we waiting for?"

"Can I come?" Kitty asked.

Alex looked at the girl and was about to say something but Peter beat him to it.

"Of course you can." He said looking at Alex, wondering what the man was going to say.

* * *

><p>"You wanted to see me, Professor?" Jean asked as she knocked on the door frame to his open study.<p>

Xavier looked up from the papers he was reading and smiled at the woman. He waved her inside and said, "Yes, Jean- please, come in. Sit down."

Jean didn't smile as she walked into the room and looked around it. How it changed in the last couple of weeks. She looked at the pictures that Xavier kept on the mantel near his desk. She almost smiled at the original picture and the original team, but narrowed her eyes at the new picture… everyone in it looked happy, but she knew deep down that things changed every moment.

"How are you feeling, Jean?" Xavier asked as he watched the girl look at the pictures and then back at him.

"If you're asking if you think I'm going to try to kill you and enslave the world… I'm not. I feel fine." Jean said, crossing her arms beneath her chest. "Whatever it was seems to have gone away… again. Besides, I'm sure Phoenix could handle anything that I could throw at him, after all, a wave of his hand and I was out like a light."

"This isn't about Alex, Jean, he doesn't even know how he did it—"

"So he says."

"Enough, Jean. Everyone on this team trusts him, including myself."

"It's not him anymore, Xavier. It's your girlfriend."

"Lilandra is not my girlfriend and I would appreciate it if you stay out of my head."

Jean smiled at Xavier as she unfolded her arms and crossed her legs. "I don't need to be a mind reader to know what you want to do with her, Xavier."

Realizing where the conversion was going to go, Xavier quickly waved a hand at her. "I didn't call you here for this."

"Then why, Xavi-"

"Professor, Jean. I am your Professor and I called you to discuss this." He said as he pulled the metal bracelet out of a drawer in his desk.

* * *

><p>Wolverine roared as he jumped at one of the men he was fighting. His metal claws popped out and slammed into the body of the man as he disappeared and two more men popped into existence.<p>

Wolverine grunted as he slashed at one of the men and he fell to the ground. "Concentrate on Loki, Storm… he's the one with the power!"

Lightning filled the air as Storm flew to a group of men. "Just give me a minute to get away from Thor-lite!"

"Not a pro-" Wolverine said as a blast hit him and he flew through the air, hitting Storm in the back. The two flew through the air and landed on the ground, both rolling a few more feet, Storm on top of Wolverine, breathing hard.

There was a pause before anyone said anything. Storm looked at Wolverine and he looked back at her. The program around them had frozen and Storm took a deep breath.

"You okay?" She asked

"Healing factor, You?"

"A healing factor can't mend this hurt, Logan." Storm said as she placed a hand over his heart.

Wolverine sighed and put his hands on Storm's shoulders. "The girl is my flesh and blood and… and I forgot about her."

"You didn't forget about her, Logan, you were forced to forget about her…"

"I'm gonna find her, 'Ro."

"No… we'll find her."

Wolverine smiled at her and popped his claws. "Okay… this time, pick up the rest of them with a tornado or something. I'm gutting Loki!"

"Let's do this!" She said as lightning arched from her white eyes.

* * *

><p>Xavier sat in his chair, holding one of his student's hands in his hands. He reached out with his mind and probed his way into Nightcrawler's mind. Xavier had been doing this for five days now and each time Xavier probed his way into the young mutant's mind the images that he was bombarded with were getting worse.<p>

This time, Xavier was met with a much younger Nightcrawler forcing his way through his enemy's. Teleporting everywhere and stabbing, kicked and even biting at anything he can reach for.

Xavier watched as the young man stopped and looked down at one of his victims, he bent down and pulled off the helmet that the body was wearing. A woman's wide gaze was staring up at him and Xavier watched as Nightcrawler closed the woman's eyes.

"Kurt… I know you're good…I want to help you."

Kurt turned around and narrowed his eyes at the man. "Go AWAY!" He yelled as he charged at Xavier and teleported through him.

Xavier turned around and waved a hand. Kurt was sitting in a chair looking up into the sky.

"I want to leave, Xavier." Kurt said looking at the white clouds that were passing overhead.

"I can't let you do that, Kurt… You need help."

"I need to leave, I don't belong here anymore." Kurt said looking up into the clouds. "It's coming."

"What's coming?" Xavier said taking a step forward.

Kurt opened his mouth to say something but nothing came out. Xavier moved closer to try and hear what his young charge was saying, but as he moved closer something seemed to be stopping Xavier. The air around him grew thick as Xavier's movements slowed; finally Xavier was forced to leave the astral plane due to not being able to breath.

* * *

><p>Xavier opened his eyes and dropped Nightcrawler's hand. "That… that shouldn't be impossible." The dark room started to light up around the two mutants as Xavier reached for Kurt's hand again.<p>

"That's very touching, Professor." Xavier looked up from Kurt and turned around, narrowing his eyes at the sight before him

"Really, very touching." The voice said again as a man walked out of a bright blue circle of light. Xavier's eyes widened as a man appeared before him. Pure white hair, his left eye bright yellow. He looked like he appeared from a war zone, with all the bullets and guns that were hanging from his chest. He was holding a gun at Xavier with a metal arm and pulling another gun from behind him with a flesh arm. "I apologize in advance for having to do this… but you've got to die."

"Who are you?" Xavier yelled as he threw a hand to his forehead. The man's eyes went wide when he realized what the older man was going to do. Before he could react, the man flew back and hit the wall, hard behind him. "I don't know how you're blocking my telepathy, but I expect –"

"Enough, old man." The man said as he grabbed something from his front pocket and threw it at Xavier.

Xavier tried to move, but the man's throw was too fast. The device hit Xavier on the forehead and the man yelled as he slid down in his chair, unconscious.

"That was too easy." The man said as he got back to his feet and walked over to Xavier, pointing one of the gun's to his forehead.

"Professor!" Kitty screamed as she poked her head through the wall. The man turned around and saw the young girl jump out of the wall and at him. The man fell to his knee's as Kitty wrapped her legs around the man's waist.

"Shadowcat, huh?" The man said with a slight laugh. "You're making a huge mistake, girl."

Kitty laughed as she began to phase the two through the floor. "Really? This seems to be working." Kitty and the man were now halfway through the floor when Kitty pulled harder at the big man. "Now I just need to make you solid again… and then the fun will really start."

The man started to fall to the ground as he felt his body becoming solid again. Kitty floated in the air where she came from the floor above, smiling at her handy work.

"See?" She said as she floated down to the man who was slowly getting to his feet. Kitty phased through the man's metal arm as it began to spark. "You know my name… do you know all my tricks?"

The man grunted as he reached for something in another front pocket with his flesh arm. "Let's see what this machine does to you…" He said as he took the object from his pocket and slammed it into Kitty's stomach.

She yelled as she fell to the ground, solid. "Oh God… what did you do to me?"

"Power dampener." The man said as he got to his feet and pushed the girl away from him. "Don't touch it… don't remove it… it's the only thing keeping you from bleeding to death. Sorry kiddo."

"Who are you?" Kitty asked as she looked up at the man, her long brown hair falling in front of her eyes.

"Kitty!" A voice yelled from the other side of the room. Both the older man and Kitty looked up at the source of the voice and saw Jean rushing toward them. _X-Men... hanger NOW!_ Jean mentally yelled as she closed the gap between the man and herself

"Stand down, girl." The man said as he threw another tiny machine at the girl and it hit her in the forehead.

Jean grunted as it hit head and she fell to the ground, eyes closed. Kitty rolled her head as she fought to stay conscious. "Jean…" She moaned as she fell to her side.

The man walked over to Jean and bent over, pushing her red hair away from her forehead. "Sorry, Jean… you'll be out just long enough for me to finish the job…"

"Get away from her!"

The man looked up from Jean and looked at the young boy standing in the doorway. The man narrowed his eyes to try and get a better look at the boy, but there was too much light blocking his view. The boy stepped out of the door way and walked closer to the man and his eyes widened.

"It can't be…"

"I am tired of this!" Alex said as fire erupted from around him and he pointed a hand at the man. "Every chance I get to find one of my friends… someone from MY family… and some random dumbass as to go and mess it up!" Alex walked closer to the man who was visibly shaking. "It all ends NOW!" Alex roared as he pushed the man with a fist.

Shaking his head, the man pulled another device out of his pocket and placed it on Alex's shoulder. "I don't know if this will work on you… but at least I can try." He said as Alex began to scream as electricity poured out of the device.

Alex fell backwards as he began to shake and roll. The man watched in awe as the device began to smoke. "Well, that's new…"

"How dare you!" Peter said as he ran into the room and threw a punch at the older man who fell to the ground.

The man coughed and spit blood all over the floor. Peter walked over to the man and was about to kick him, when the man grabbed Peter's leg.

Peter looked down and saw something growing on his leg, he tried to scrape it off, but it began to grow and wrap around the big man. "What in the –"

"It's a little trick of mine…" The man said as he got to his feet. He watched as the green stuff wrapped tighter around Peter and he fell to the ground. "Well that should –"

The man grunted as a red beam of light hit him in the chest and he flew back.

"I have no clue who you are, but this ends now!" Scott yelled as he walked into the room, firing off another beam of red energy.

"Please." The man said as he raised his metal arm and the beam of energy bounced off it and flew in another direction. "I have had just-"

The red beam of energy hit the jet that was in the hanger and exploded, causing everyone to fly away from it.

The older man coughed and got to his knee's watching the smoke clear around him. He turned around and looked at the burning aircraft around him and shook his head, coughing again.

"You're not giving up already are you?"

The man looked at the source of the voice and smiled. Wolverine and Storm were walking out of the smoke.

"We heard what was going on, Phase and Charger went to go check on the Prof… we decided to check this out." Wolverine said as he pointed a clawed fist at the man.

Both charged at the man before he could say anything, Storm was the first one to get to him and he quickly wrapped another metal device around her wrist. When he had placed the device around her he held on and flipped the girl over his shoulder and quickly threw a punch at Wolverine.

"What the?" Storm said as she flipped in the air and landed on her feet, looking at the thing around her wrist. "What did you do to –"

"Quick yappin and help me!" Wolverine growled.

"Consider it done…" Storm said as her hands began to glow a pure white. She screamed as the light disappeared and she fell to the ground.

"Storm!" Wolverine yelled as he dove for the man again, but just narrowly missing him.

"Power dampener…" The man said through gritted teeth.

"That was a bad move, bub." Wolverine said, pushing at the man.

The two rolled around for a few more minutes when the familiar sound of claws popping erupted into the air. Wolverine jumped back as bright strikes of red blood blossomed from his chest.

"Wha…" He said as he looked down.

"I don't pop the claws for just anyone." The man said as Wolverine looked at him, his one good arm now bleeding with three metal claws pointing out of his wrist. "I've gone through thirty years without a healing factor to make me better than you could ever hope to be. It's over, bub.

To Be Continued.


	32. Issue 77

It's been SO long since I have published a story! So sorry! But moving to another country and starting a new job is hard work! But don't worry. I didn't stop writing, I just didn't have time for editing, proofing, and planning for all that jazz (Not that my editing skills are all that great anyways. lol)! But hopefully I can come back stronger then ever! I have tons of stories left and one wild ride coming up! I hope you like the changes that will be coming and how the entire universe will change soon.

Hopefully I have be able to go back to publishing on a weekly basis, but maybe a bi-weekly basis instead! Anyways. Please R&R.

Ultimate X-Men:

Issue 77

Cable: Part 2

The older man pointed his fist with claws at Wolverine, growling. "The claws… it's not quite as easy to use them as it used to be." He charged at Wolverine, yelling, thrusting his one good arm at Wolverine.

"Without the healing factor… it hurts like hell." Blood poured over his wrist and he smiled. "And the blood, of course… But then, you'll see." The man with the claws had a way of taking, almost like taunting Wolverine.

Wolverine grunted and was pushed back as the bigger man threw all his weight into the attack. Pushing his arms at the man, Wolverine charged forward. "Yeah. That's convincing. You got claws… you and every other clown I come up against." Wolverine threw a punch, while the older man dodged the attack. "Been there – done that." Wolverine was clearly not going to fall for this… whatever this was trying to be.

The other man started laughing as he slided backward, dust bellowing into the air. "Find out about your wife yet? My timeline's a little fuzzy." The older man slowly stood up, smiling at the taunt. "What about that little incident with Sabretooth? Have I figured that little puzzle out yet?"

Wolverine almost stopped in his track at the mention of Sabretooth.

Almost. But then it occurred to Wolverine that the man hadn't mentioned Rose yet.

Wolverine growled as he watched the older man looking at his own claws. The older man smiled as he looked into Wolverine's eyes. "Yeah… starting to come around. I recognize that." The older man said mistaking Wolverines puzzlement for confusion. Without waiting the old man charged at Wolverine, still talking. "Was I so easy to read back when I was you? I never even knew that…"

Wolverine pushed at the man and slashed with his other clawed fist. "You're here – attacking Charlie – hurting these kids. I don't know a whole hell of a lot about this situation… but I know you ain't me!"

The older man rushed again, clawing at Wolverine. Wolverine smiled as he pushed at the older man again. "Besides… you clearly missed something, Rose cleared all that up with Creed." Wolverine said jumping into the air and aiming to fall on the man.

The older man paused and jumpd back as Wolverine tried to close the gap that he created. "Rose…" He said as he shook his head, his eyes snapped onto Wolverine and he charged again, yelling. "If you had any idea, if you could even imagine the future I've lived through, you'd do whatever it took to prevent it!"

Wolverine yelled as the older man thrust his clawed fist into his left shoulder.

"Charles is responsible for a lot of rotten, underhanded business… and he's got to pay for it, bub." The older man retracted his arm from Wolverine and pulled his knee up to kick the man in the chest. "I can't let what I've lived through happen again. For the sake of the future… Charles Xavier has to die!" The man kicked Wolverine as hard as he could and the he flew through the air.

Wolverine flipped himself in the air and landed on his feet in a crouching position, putting one hand to his bleeding shoulder. "That ain't gonna happen!"

"You don't have a choice in the matter!" The older man yelled as he pulled something out of his front pocket and pushed a button on the side of the object. A bright light exploded from the tiny cylinder, causing Wolverine to throw his arms up to cover his eyes.

The older man wasted no time as he pulled another device out of another pocket and charged at Wolverine. He pushed a button on the device and it started to produce electric currents and sparked, "This might hurt…"

The older man thrust the device at Wolverine's open wound and it explodes with electricity. Wolverine roared as the older man pushed him back and Wolverine fell to the ground. Wolverine looked up and stared at the older man, yelling as more electricity poured out of the machine and into him.

"Dammit!" Wolviner yelled as the device finally stopped and smoke started to bellow around him. "No more toys!" Wolverine yelld as he charged at the older man, clawing at his chest, bullets and other things flying away from the attack as Wolverine ripped the man's shirt open. "Fight me like a man!"

"Can't…" The man breathed and was forced back. "You're too fast…" He reached for another pocket and pulled out three small round disks. Wolverine jumped at him, but the man dodged and threw the disks into Wolverine's side. "I'd lose… and I can't let that happen." The older man pulled out another device and clicks it. Wolverine looked down at the disks that were thrown into him; they clicked at the same time.

All at once, the three disks explode in Wolverine's side and he was thrown back, pieces of his body exploding in different directions.

The older man looked at his handy work and the devastation that he caused. The hanger that he was in was completely destroyed. "Damn…" He said as he fell to his knees. "I'm getting to old for this…" The man shakes as he pulls his claws back into his arm and slowly gets to his feet and heads to the door.

Placing his hands on the door he slowly opens it and growls as he looks into the hall. "Well, damn… I can't believe I forgot about you two.

Iceman and Rogue were standing in front of the older man, both looking mad.

"One more step and you're an iceberg, dude!" Iceman said.

"You little runts… I'm losing me edge. I'm –" The man couldn't finish his sentence as a red beam of energy shot him in the side and he flew into the wall.

"Bobby!" Scott yelled. "Ice him up, now!"

Iceman looked at the man who was out cold and then back at Scott. "Huh… Right!" Iceman held out his hands over the man and ice started to form around the man's body. "See if you'll forget me next time, ass!"

Rogue walked into the room and looked around at the damage. "Who is this guy? You fight him while I was gone?"

Iceman shook his head. "Nobody we fought before…"

Scott walked over to Peter and shoots a tiny beam of energy at the green stuff that was still growing around him. "You okay, Peter?"

Peter growled as he broke the rest of the green stuff and jumps to his feet. "I'm fine… if he hurt Alex…"

"Ungh…" The older man opened his eyes and looked at the scene before him. "You think this will do it? You think I'm getting taken down by ice?" The ice that the man was encased in explodes out, causing Rogue and Iceman to jump back.

"How did he do that?" Rogue yelled as the man jumped up and threw something at Iceman's chest.

"Bobby!" Rogue yelled as she ran up to the other teenager. "Bobby, what do I do?"

"Just take it out! Pull it out! It burns!" Bobby yelled as he rolled around the ground.

"Bobby!" Scott yelled watching the scene unfold before him. "Take him down Peter!" Scott rushed at the old man, throwing another beam of red energy.

The old man ran to meet the two charging teenagers and jumped into the air to avoid the red beam of energy. Peter reached into the air and grabbed the man by the foot, throwing him down with all his strength, the man grunted as he hit the ground.

"You're not moving fast enough anymore, pops." Peter said, pulling the man closer to him with his foot.

"Let go!" The man yelled as he kicked at Peter with his other foot. With a click, gas started to emit out of his boot. Peter started to cough as he inhaled the gas and let go of the man.

The man quickly jumped to his feet and ran to the other side of the room. He watched the other side of the room as the doors opened again. "Well lookie here."

Professor Xavier, along with Anna and Michael entered the room. "Cyclops, stop him!" Xavier yelled. "Do not let him get away. Michael, Anna, go!"

Both nod their heads as Anna picks up a piece of rubble and Michael phases and charges at the older man.

"Trying, Professor!" Scott yelled as he threw another beam of energy.

"Not gonna happen." The man says as he slams another device on the ground and it begins to glow green. A solid green wall forms in the room blocking everyone off from the older man and the unconscious Jean and Alex. Michael rushed at the wall but was thrown back when he hit it at full speed. Anna dropped the piece of ruble that she was going to throw and rushes to Michael.

"What happened?" She asked as she reached the man. Michael had no answer as he rolled his head and grabbed it with both hands.

"Don't bother, Professor… your powers can't get past this barrier, either." The older man said and turns around and starts to walk away from the group of people. "For the next fifteen second, I'm safe, and that's all the time I need."

He walked over to Jean and bends over to pick her up. "I hate to have to do this… I do. But I just don't have a choice."

"JEAN!" Scott yelled as he threw another burst of red energy at the green wall.

"Professor, you know what I want." The man pushed a button on the side of his belt and a blue energy field opened up in front of him. "I will contact you with details on how we make the exchange. Until then, she will not be harmed."

"He will not get away!" Peter punched at the wall.

Scott continued to pour red energy beams out of his eyes at the green field as Michael pushed himself up and reached out for the wall.

"See you soon." The man said as he smiled at the group, walking through the blue portal.

"No!" Peter yelled as he punched at the green wall. "No!" Punch after punch, Peter tried to break through the wall, but nothing was happening.

On the other side of the wall, Alex slowly pushed himself up to a sitting position and looked around the room. The device that had attached to his chest rolled away and he shook his head, putting a hand to his forehead.

The green wall started to flicker and then finally disappeared as Peter stomped his foot on the device. He rushed over to Alex and fell to his knees, grasping him into a huge hug. Alex coughed and laughed as Peter squeezed him.

"Peter…" Alex said slightly confused. "What happened?"

Xavier shook his head as he watched the rest of his team slowly get to their feet. He looked over at Kitty and realized that she wasn't moving. "Good lord! Kitty! Scott, get her to the infirmary, now!"

Scott, tears in his eyes at losing his girlfriend just nodded his head.

* * *

><p>Hours later, Ororo, Kitty, Alex, and Peter were all in the infirmary. Kitty was lying in a bed, looking tired and out of it. Ororo was sitting next to her on one side of the bed and Alex was sitting on the other side. Peter was standing behind him, arms crossed across his huge chest.<p>

"Well that was intense… I didn't know the Professor could do all that." Kitty said as she moved to make herself more comfortable.

"You were a bit out of it." Ororo said, taking the girl's hand and squeezing it slightly. "The Professor was forcing a surgeon a few miles away to see through his eyes and tell him what to do telepathically. Alex here helped…"

"The guy was freaking out… The professor asked me to help calm him down while he worked on you…"

Kitty sighed and let her head hit the pillow. She closed her eyes and shook her head. "This place sucks… I came here to control my powers… not use them to fight crazy dudes every week…"

"Tell me about it. I just want to finish my play. There's never any time." Ororo said shaking her head.

"All I want to do is check on Blink… it's been eight weeks… and every chance I get some wacko decides to attack us."

"You wrote a pay?" Kitty said smiling up at the two.

"Most of it… I started it a long time ago." Ororo said, crossing her legs and shifting her weight in the chair. "I let Hank read it… before…"

"It's okay, Ororo." Alex said standing up and stretching.

"I'd like to read it sometime…" Kitty said, this time placing a hand on top of hers.

"Maybe…"

"Well don't take too long; as soon as we get Jean back, I'm gone." Kitty said looking down at herself, her long brown hair falling over her shoulders.

"You're leaving?" Alex asked.

Kitty looked at Alex and nodded. "I have enough control of my powers… I don't need to be here anymore."

Peter looked at the girl and shook his head. Both Ororo and Alex just stared at Kitty, not knowing what to say.

* * *

><p>On the other side of the mansion Scott, Michael, Anna, and Xavier where in his study looking for Jean. Xavier was using his equipment to enhance his mental abilities. Scott was pacing back and forth, watching the man for anything. Michael was leaning on the large oak desk and Anna was standing by the door, hands behind her back and resting up against the wall.<p>

"Anything?" Scott asked as he stopped behind Xavier.

"Nothing." Xavier said, pushing the helmet up, off his head. "I'm sensing nothing."

"That device… that man put on you… is it still affecting you?" Anna asked from the door.

"No… I have the full extent of my powers now; it's as if she weren't on the planet anymore… or at least not giving off any life signs."

Scott slammed his fist at the wall and yelled. "That's not acceptable!"

"Scott… don't worry." Michael said looking worried.

Xavier sighed and rolled his wheelchair closer to the Scott. "I'm almost certain she's not dead. The technology this man used to fight us, he must just have something that can mask her presence to Cerebro. We'll find her, Scott. I just don't know how yet."

"That technology was used during the wars…" Michael said, placing his palms on the desk.

"Michael…" Anna said; a warning in her voice.

"No, this man… whoever he is… is from the future, but he's still from our past maybe no more than twenty years…By the time we were born the things he used were pretty much useless…"

"Useless?" Scott asked, sounding surprised. "They kicked our asses pretty well."

"You can't use the technology if no one is there to use it…" Anna answered softly.

"Which is something for discussion at another time." Xavier said looking up at the two mutants with a warning look in his eyes. This conversion was getting dangerously close to revealing certain information that Xavier did not want his other students to know.

"Any idea who this person was or exactly what he was after?" Scott asked not paying attention to Xavier's stare. "He said you knew."

"He wants me dead." All three teenagers stood up straighter at the information. "From what I gather he came here to kill me but you students intervened. I think he's going to try and trade my life for Jean's." Xavier looked at Anna and then at Michael. "The man seemed rather surprised at the sight of you two… as if he knew you."

"I don't know how that's possible…" Anna said.

"Ang…" Michael began but coughed suddenly. "Are mentor told us about the X-Men and he never mentioned a guy with a metal arm… but the claws…"

"Besides that, we can't let him kill you…" Scott said cutting in and huffing. "But we can't let him keep Jean. We just need to figure out a way to do both."

"Of course…" Xavier said looking at his two future X-Men in turn.

* * *

><p>"Logan?" Kitty asked as she opened her eyes. She looked as Wolverine was close to the floor, sniff the air around him. He grunted when she said his name, but didn't turn to look at her. "Logan, what are you doing?"<p>

"Looking for evidence…" He said as he stood up and looked around the room. "This is where he came in… I'm trying to see if I pick up a whiff of anything we can use."

"Anything?"

"Nothing…" Logan scuffed, kicking at something on the ground. "Absolutely nothing. All I can smell is myself."

"Weird…" Kitty sighed as she lay back on the bed, turning her head away from the man.

"Yeah… Tell me about, kiddo."

"What did you…" Kitty said as she turned back to Logan. Logan looked back at the girl when a bright blue light popped into existence in the corner.

"What the hell?" Logan said walking over to Kitty and popping his claws.

A man jumped out of the open portal, pointing a gun at the two mutants. He was tall and old. His white hair was short and bunched to his head. He was wearing something along the lines as the other man.

"Cable! Where is he?" The older man yelled at the two. "Quickly… is he here yet? Did I arrive before him? Is there still time? ANSWER ME!"

Wolverine scuffed at the man and pointed a clawed fist at the older man. "I'm not in the mood to be yelled at, old-timer!"

* * *

><p>"Come in." Xavier said as a knock on his study door echoed through the silence. The door opened and Ororo, Alex and Peter walked in. Scott was still in the room after Anna and Michael left to go check on Kitty.<p>

"How is Kitty doing?" Xavier asked as Ororo took a seat next to Scott.

Alex and Peter looked at each other, but didn't say anything; Ororo sighed and shook her head.

"She's going to be fine… as fine as any of us can get after almost dying."

"Professor, we need to come up with a plan on trying to beat this guy." Scott said, crossing his leg and placing his foot on his knee.

"Did you see him before he took Jean?" Ororo said looking at Scott. "We had him, he was hurt. This guy was not invincible. He was limping, injured… tired."

"I saw what you saw, Ororo. If we were better prepared –"

"That's not the issue here, Scott." Alex said. "The guy had technology that he shouldn't have, unless—"

"Michael filled us in on that subject." Xavier said, a tone in his voice saying he was not pleased with the information that was shared.

"Now that we know what we're dealing with, all we need to know is who he is?" Scott said.

"For starters… his name is Cable." Everyone turned around to see Wolverine walking into the room, caring the man that had teleported into the room with Kitty and Logan. "And I'm sure this guy knows a lot more than just his name." Wolverine walked to the corner of the room and dropped the man off his shoulder. "Not as tough as the other guy either…"

Scott jumped out of the chair and rushed over to the man on the floor. "Talk to us!" He roared, spit flying from his mouth. "Who are you, where is Cable? Where did he take Jean?"

Alex and Peter took and step back, not expecting the outburst from Scott. Ororo stood up to take a step closer to the young man, but Xavier wheeled himself in front of her.

"Scott, please calm down for a moment." Xavier wheeled himself closer to the man on the floor and watched as he pushed himself into a sitting position. "You will tell us everything you know about this man, Cable. Your uniform is similar… are you working with him? Why are you here?"

"Just look at me, professor." The man said, spitting some blood out of his mouth. "Do I look like I came here to fight you? At my age? My name is Bishop… I followed Cable here from the future. He came here to kill you."

"Tell us something we don't know." Alex said, fire starting to form around him. Bishop looked at Alex, eyes going wide, but not saying anything. "Funny… that's the second time someone reacted to me like that today."

"I… I came to save Xavier's life." Bishop said, visible shaken by the appearance of Alex.

* * *

><p>Jean opened her eyes and looked up at the ceiling. She gasped as she realized what had happened. Pushing herself off her chest and clutched at something at her throat. Tears filled her eyes as she tried to claw at the chocker around her neck.<p>

"HEY!" She yelled when Cable appeared out of the shadows. "Where are we? What are you going to do to me? Why are you keeping me here?" Jean said in a rush.

"What makes you think I'm going to answer your questions?" Cable smiled down at her.

"Whatever you're planning isn't going to work. I was there last time… The X-Men almost took you down!" Jean yelled at him. "They'll know what to expect next time. You don't stand a chance."

Cable smiled at her and laughed. "I appreciate your concern, Jeanie. I do. But you shouldn't worry…" Cable stopped smiling and narrowed his eyes at the young girl. "Who was the boy… the one with your energy signature?"

"What?" Jean said more confused, then asking a question.

"It can't be…" Cable sighed, shaking his head. "How on earth did this happen?"

"What are you talking about? Why are you so interested in Alex?" Jean shouted at the man.

"Alex…" Cable said with a smile. "So that's the name it's going by now…"

Jean looked even more confused and Cable just laughed all the harder. "Don't worry about it…" The doors to the room opened and four people started walking into the room. "Ah… the rest of my team."

The only woman in the group smiled as she walked ahead of the other three men. "We're ready when you are, boss. Just give us the order."

To Be Continued:


	33. Issue 78

Ultimate X-Men:

Issue 78

Cable: Part 3

Scott was sitting in the front yard of Xavier's mansion, looking at the ground. His knees were pulled up to his chest and he was resting his chin on top of them. He sighed as he shot a tiny red beam of energy at a rock that was by his foot. The rock bounced away towards a moving shadow.

Scott looked up when he heard a noise announcing someone was approaching him. Alex was standing just a few feet away from him and learning against the tree.

"A penny for your thoughts?" Alex said.

Scott looked up at Alex and for the slightest moment he thought he saw Jean, but that would have been impossible… Jean, his girlfriend had just been kidnapped.

"What?" Scott asked looking back down at the rock.

"You know… penny, thoughts…" Alex sat down next to Scott and smiled at the man. "It's something I heard—"

"Jean says it a lot…" Scott said smiling.

"Yeah."

Scott let go of his knees and sat Indian style and looked back at Alex. "You know I don't really like you…"

"That's not true… you don't trust me." Alex smiled.

Scott sent off a soft laugh. "Is there a difference?"

"Yes… I don't like you, but I trust you with my life."

Scott laughed and placed his elbows and his knees. "That's why I don't like you… you're too confident… too cocky. You come here from the future, refusing to tell us anything, acting nobler than… than..." Scott closed his eyes and rested his head on the tree truck he was sitting next too. "And yet I understand why…"

Alex smiled and looked down at the ground, where his feet were resting. "And yet you know I can't tell you the future… you know the hell I came from shaped me the way I am and you're afraid that makes me better than you."

"You're reading my mind."

Alex slowly got to his feet and looked down at Scott. "No… I'm a leader and I understand what you're going through. I've asked myself how I would react if someone came to my time from the future and I would like to tell you that I would give him a chance." Alex turned to walk away, but continued to talk. "But that would be a lie Scott… I would act just like you."

Scott looked up, shocked. He watched as Alex walk away and exchange a few words with Bobby who was walking to Scott. Scott watched the interaction and watched how the two teenagers reacted to each other. Scott shook his head. Xavier trusted Alex, why couldn't he… Something was just wrong… It was just too convenient.

"Yo, boss man." Bobby said looking down at Scott.

"Hey."

"So, um… I'm like totally worried about you and stuff… the rest of the team is too." Bobby said looking over at the retreading steps of Alex. "Rogue's back in "don't touch me" mode… so I kinda, y'know… don't have anyone to talk to."

"You seem to get along well with Alex." Scott said looking up at the young teenager.

"Everyone gets along well with Alex and the Future X-Men." Bobby said as he placed his hands in the air and made quotation marks as he mentioned the 'future x-men.'

"Sit down, Bobby." Scott said smiling up at Bobby. "Jean and I used to come out here, to this tree, to sit. We'd talk, relax. I don't think I've ever told her how much she meant to me… how much I care about her."

"We're going to get her back, man." Bobby said smiling at Scott. "This other dude from the future's going to help us. He's got all the dirt on Cable. He'll get her back."

"It's just too convenient." Scott said looking at Bobby.

"What?" Bobby said leaning over at Scott, raising his hands out around him. "Dude, you are the leader… A little confidence, please."

"Confidence?" Scott said, slamming a fist on the ground. "I don't think I can help you there, Bobby. Ever since Alex came here with his team… that's leadership. Alex is a leader. Alex has seen war; he has seen half his world destroyed, maybe more."

Bobby let Scott vent, it was something that Scott needed, and something that Scott had kept in for weeks, maybe even months. "You wanna know what I'm most worried about. My girlfriend! I don't care about the team, about this mission! I just want Jean back."

Bobby looked away from Scott when he finally calmed down, picking up the rock that Scott had been hitting with his energy beam he examined it and then threw it out in front of him.

"Nobody blames you for that Scott… nobody would."

Scott huffed and looked at his feet again. "Sorry I snapped at you…"

"I hope you feel better." Bobby said, smiling and standing up. "We gotta go… I was telling Alex about the meeting that Bishop is setting up."

"Yeah…" Scott said standing up and brushing the grass and dirt off his pants.

"So… you and Rogue. How's that going?" Scott asked as the two made their way back to the mansion.

"It's not." Bobby laughed. "Gambit's powers suddenly just fading away totally blows. Now we're back to square one." Bobby sighed and put both his hands in his pockets. "But I was talking with Anna and she seems to think she can help… That's a plus."

* * *

><p>Xavier put his cell phone in the desk and locked the drawer. Placing the key in his pocket, he sighed as he wheeled himself away from the desk. He smiled as he recalled the conversion he just had with one of his other students, Syndicate.<p>

He was proud of the boys for making such progress in such a short amount of time and he was sorry that he couldn't spend more time with them… but more pressing matters were at hand.

He wheeled himself out of his study and saw Alex walking towards him. "Ah, Alex… I wanted to speak with you."

"Yeah… sorry professor, but I think we should tell them… at least some things." Xavier smiled and looked up at the tall man, nodding his head. "I know you'll do the right thing."

"Thank you Professor." Alex nodded at Xavier and tried to make his way down the hall again, but Xavier stopped him.

"Alex… I know you're officially not one of my students but I would like to extend my hand to you and your group.

Alex smiled and nodded his head. "Thank you Xavier, I'll discuss it with the others, but you know how the X-Men decide things."

Xavier smiled and nodded his head. "As a team." Alex nodded and turned to walk away. Before Alex turned the corner Xavier called out, "Scott could learn something from you, you know."

"I'm working on it, old man." Alex said with a laugh as he turned the corner to the hall.

Xavier smiled and watched the teenager disappear around the corner.

"What are you smiling about?" Ororo asked as she walked up the Xavier.

"Nothing, Ororo… nothing at all." Xavier turned to look up at Ororo and nodded at her. "How is Kitty doing?"

"She's healing… but I'm worried about her Professor…" Ororo and Xavier started to walk down the hall as Ororo crossed her arms under her chest. "She's not happy."

"She has been unhappy here for some time, now." Xavier sighed. "Her relationship with Peter Parker is only serving to further drive her from this place… As much as I hope that everyone would view the students here as their family and the school as their home… it's just not happening with her."

"This life isn't for everyone, Professor…" Ororo said, looking sad.

"Yes, Ororo. I know…"

There was a moment of silence as the two walked down the hall and turned a corner to walk further down another hall.

"On a brighter note… I've been meaning to ask. How is your play coming?" Xavier asked smiling up at Ororo.

"How…" Ororo smiled and shook her head. "My play is coming along fine… I guess."

"Did I ever tell you about a semester I had in college, chasing after a woman I found extremely beautiful?"

Ororo laughed and shook her head.

"Well, she was a literature major and for that one semester I was absolutely smitten with her and I took an entire course load of lit. classes… I could read it for you?"

Ororo smiled down at the man and said, "Thank you, professor. That means a lot."

* * *

><p>Twenty minutes later every single one of Xavier's students was sitting in McCoy Memorial Hall. Logan and Ororo were sitting to the far left looking at Bishop pace back and forth. Scott and Rogue were sitting on the other side of the room near Xavier while the rest of the team was sitting a row back in a cluster.<p>

"Time travel is not an easy task." Bishop said as he stopped pacing and looked at the teenagers watching him. He stole a quick glance at the group of the future X-Men before he continued. "It takes an immense amount of energy and is not something that can be done twice in one day."

"He's telling the truth." Michael said, shifting his weight in the chair. "Time travel isn't perfect… I'm still trying to figure out how all six of us got here."

"Six?" Bishop asked quickly.

As one, all the X-Men looked away from Michael and back to Bishop.

"Does that surprise you, Bishop?" Xavier asked leaning back in his chair and placing a chine on his palm.

Bishop visibly paused and looked around the room. "It's just… six people time travel at once is… extremely difficult almost impossible without help."

Alex watched Bishop start pacing again and narrowed his eyes. He reached with his mind to try and find something, but he couldn't sense anything.

"I don't think Cable took your colleague to the future…" Bishop continued talking and stopped pacing again. "More likely he's got a base here, in this time. Our teleportation equipment still works here… he could be anywhere."

Scott leaned forward and rested his chine on his fist and Peter scuffed. Bishop watched as Storm learned over and whispered something to Logan.

"Professor Xavier can't locate either of them with Cerebro. Luckily, time travel leaves a chronal imprint..." Everyone looked at him and he sighed. "It's an energy signature that I can track… However it will eventually dissipate… but if we move quickly we should have enough time to locate them."

Bishop stopped and looked at each member of the X-Men before nodding. "Wolverine, Storm, Iceman, Rogue, and Colossus are with me. The rest of you will be the last line of defense if Cable tries to come back here. Your job is not to fight him, if he comes back here – run. That's the only way to ensure the Professor stays alive." He stopped and narrowed his eyes at the teenagers. "Any questions?"

"Yeah!" Rogue said crossing her legs and arms, anger filling her voice. "Just who the hell are you and why are you at the front of the class?"

"Rogue!" Xavier said, heat entering his voice. "I informed you all of Bishop's presence and motive. I've found him to be honest and trust worthy and I expect you all to trust my judgment."

"Trust him as much as you trusted Elliot?" Rogue shot back.

"That's not fair, Rogue." Alex said.

Rogue turned to look at Alex and looked confused. "You can't possible buy this… this story?"

"It's not much different from ours…" Anna said quietly.

"Darling… we've worked with you for months." Logan said looking at the girl.

Scott looked at Xavier and then turned his attention to Alex. "Trustworthy or not… there is no way I'm sitting here while Jean's life is on the line." Scott was looking at Alex, but was speaking to Bishop; he finally turned his attention back to Bishop. "You tell me where this madman is and I'm going there."

"This is not up for discussion." Bishop said, eyes narrowing and crossing his arms over his chest. "Make no mistake, I was allied with this man, Cable… but do not doubt my loyalties. I watched him fall from the great man I knew to the psycho you had an encounter with."

The group talking around the man stopped and turned their attention to him.

"Who was he?" Bobby asked.

"Cable and I were part of a group that upheld the Xavier Doctrine above all else – it was the only thing our people had left to believe in." Bishop sighed and shook his head. "As time went on, Cable started forming new ideas… piecing together unrelated events from the past to support some wild theory that Xavier was responsible for the hellish world we inhabited."

Rubbing his forehead with a hand, Bishop continued. "Trust me, I know this man. He will not stop until Professor Xavier is dead. He will not rest until he's completed this mission. Leave the Professor unprotected and you might as well be killing him yourself."

"I will not just stand here!" Scott yelled.

"You can and you will." Bishop said. "Your emotions are getting in the way, clouding your judgment – you're out of control." Scott balled his fist and took a step forward.

Bishop ignored him and turned his attention to the rest of the X-Men. "If he comes here… chances are he won't be bringing Jean. Your aggression will work to your advantage here. You'd be worthless out there. You're staying."

Xavier wheeled himself closer to Scott and placed a hand on his forearm. "He's right, Scott. Let the rest of the X-Men handle this one."

Scott looked down at Xavier and then back at Bishop. "Fine. But Alex is going."

Bishop opened his mouth to speak, but Xavier spoke first. "I agree with that."

Bishop closed his mouth and then opened it again, finally. "Professor, are you sure you want one of your most powerful students to leave you defenseless?"

"Alex and his team are not officially X-Men and they are free to do what they want, Bishop." Xavier said. Xavier smiled to himself, he would trust Bishop only so far and something about the man was off-putting to Xavier.

Bishop sighed and watched Alex nod his head at him. "Everyone suit up and meet me in the hangar in ten."

Logan walked up to Bishop and watched everyone leave the room. "You mess this up… you double cross us… I'll gut you before you even see me coming."

Logan walked away before Bishop could say anything and walked out of the room, leaving Bishop alone in the room.

* * *

><p>"Okay, if these readings are correct, then he's in an abandoned military compound in Finland." Bishop said as he walked up to the group of X-Men that he gathered into the hanger.<p>

Everyone was in their standard black uniform, standing in a semi-circle watching Bishop. Alex was also wearing one of the standard uniforms but chose to keep his black leather jacket over it.

Peter looked down at his boyfriend and smiled, bending over he whispered, "It looks good."

Alex smiled and pushed his face away. "Shh."

"He's at the old Weapon X compound." Rouge said smiling at the two men. "Why on earth would he be there?"

"More importantly… how are we going to get there? Bobby asked making a weird face at Alex. "With the X-wing damaged… we'll have to take the X-Jet prototype, and that thing's slower…" Bobby stopped and smiled at the group. "Where is Finland?"

"Shut it, Bobby." Storm said crossing his arms under his chest.

"I've got the transportation covered." Bishop said as he pulled something out of a pocket at his waist. He pushed a button on it and a bright blue light exploded next to the wall.

It was the same type of portal that Cable had created to enter and leave the mansion. Bishop looked back at the group and shrugged. "I'll go first." He said as he entered the portal.

Alex walked into the portal next and wrapped his arms around himself. The bitter cold attacked him before he knew what was happening. He looked around and saw the clear blue sky starting to fade into a bright yellow with flecks of pink.

"It's different isn't…" Bishop said as Alex turned to look at him.

"My time… scene's like this are… almost nonexistence." Alex said.

Bishop watched him as he sniffed, a slight breeze catching his blond hair. "Can things get any worse?"

Alex watched Bishop for a moment before answering. "You have no idea."

"How much do you remember?" Bishop asked the young man.

"Enough to know that you aren't being as truthful as I am." Alex smiled, a darkness crossing his face. "And that is very little."

Bishop was about to say something else, but stopped when the rest of the X-Men started to fill out of the portal. He stole a quick glance at Alex and noticed that something had changed but instead he looked at the group that was forming around him.

"Stay alert, children. The chronal detection I used to get us here works both ways. He could already know we're here."

Storm and Phoenix floated off the ground as Iceman iced his body up. Colossus slowed his pace to walk behind the rest of the group looking around. Logan popped his claws and said, "Here is a place I never wanted to return to. I was never at this compound, but knowing what happened in this place… makes my skin crawl."

Rogue shook her head and looked around the base. "I know how you feel… I always thought I was gonna die here…"

"Bishop! Rogue! To the left!" Phoenix shouted as a bang rang out.

Rogue turned around as she felt an explosion erupt from her arm and she fell to the ground. Wolverine yelled as he ran to the dying girl. Colossus and Storm looked at the two in shock as Phoenix dropped to the ground and ran over to the two.

"Damn, Wolverine… Touch her!" Phoenix yelled.

Wolverine looked at Phoenix, confused but quickly nodded his head.

"I can turn off her pain sensors so the shock doesn't kill her."

"Come on darlin'." Wolverine said touching Rogue's check, "Take my healing factor… take it all."

"Logan!" Rogue gasped as her eyes rolled back in her head. "I can't… I can't feel anything." Rogue gasped again as she passed out. Wolverine gently placed the girl down in the snow and popped his claws, growling.

"The X-Men, right?" A woman said as the X-Men turned to look at the source of the voice. "We've been waiting for you. Good to see you again, Bishop."

Wolverine stared at the woman and three men standing behind her. She smiled as Wolverine slowly got to his feet, the growling becoming deeper and deeper as he walked towards the four.

The woman had pale white skin with a black patch across her left eye. Her hair was a midnight black and her eyes a bright green, she would have been beautiful if Wolverine didn't want to kill her. The three men behind her he barely looked at. Both eyes were on the woman with the gun.

Wolverine yelled as he charged towards the girl, but she pulled a gun out from behind her and shot one bullet at Wolverine. Wolverine flew back as the bullet hit his side and a piece of his stomach flew in a different direction.

The woman's smile deepened as she placed the gun on her shoulder. "The history books could be wrong… but I believe we just took out your front line."

"It's time to rewrite those books, bitch." Phoenix said, fire erupting around him.

For the first time the woman looked taken aback and amid her gun at Phoenix.

"Rogue!" Iceman yelled as he jumped into the air and created an iceslide under his feet, flying towards the girl.

"Don't let her take any more shots!" Bishop yelled as the rest of the X-Men took action. "We got them outnumbered; don't let them get the upper hand! Remember what's at stake here!"

"Grizzly, you're after the Russian, take him out. Hammer, finish Storm quickly, don't underestimate her and Kane… take out the rest!" The three men charge forward and the woman chocked her gun. "I'll finish off the fire-boy and take out Bishop."

Iceman jumped off his iceslide and ran the rest of the way to Rogue, screaming her name. Iceman looked around and saw that everyone was busy fighting off the attacks that were being thrown at them.

Bobby squeezed his eyes shut, not able to cry in his ice form. Reaching out to Rogue, Iceman picked her up and produced another iceslide, sliding his way through the battle. He dodged an attack that the man Grizzly was aiming at Colossus and made his way to Bishop and Phoenix.

"Bishop! You have to get her out of here, now!" Iceman yelled as he circled around Bishop, blocking his view from the woman and Phoenix fighting.

"Done." Bishop said pushing a button on the side of his waist. "I think I've got the doorway directly in the infirmary. Drop her off and get back here!"

Iceman didn't say anything as he slid into the portal and disappeared. Bishop turned his head and his face met a fist. The punch hit him so hard that he felt blood leave his mouth as Bishop fell to the ground.

* * *

><p>Colossus charged at the man the woman called Grizzly and threw a punch that he easily ducked. "The woman called you Grizzly… that name doesn't seem to fit."<p>

The man ducked and laughed as he jumped backwards and slid in the snow. "How about this?" He said as he transformed into a huge red furred bear.

Colossus stopped in his tracks as he looked up at the ten foot bear that just appeared in front of him.

"Oh… Well… Now this will be a fight."

* * *

><p>Storm flew into the air as Hammer slammed his fist to the ground causing the earth to buckle up.<p>

"Hammer? You really want to stand by that name?" Storm laughed as she threw bolts of lightning at the man. The man picked up some debris and hurled it at Storm who dodged it and threw another bolt of lightning.

Hammer jumped out of the way but was caught by surprise by a whirlwind that Storm summoned right after the bolt of lightning.

"Wasn't expecting that, were you?"

Phoenix floated towards the woman that had shot Rogue and Wolverine, fire flowing away from him, but not melting the snow around him. The woman pointed the gun at Phoenix and shot, but the bullet stopped in midair. The woman stopped smiling and fired again.

"I can do this all day, witch." Phoenix said, no longer moving towards her. "The question you have to ask yourself is if Wolverine can only take one bullet before passing out, how many can you survive?"

"Who are you?" The woman asked pointing the gun at the ground.

"You're worst nightmare." Phoenix said as he started to float towards her again.

* * *

><p>Kitty was lying in her bed, reading a book when a blue portal opened in her room. She screamed as Bobby burst through the portal flinging Rogue on the bed and turning around before Kitty could ask what was going on.<p>

She looked at Rogue and screamed again as she saw that the girl was missing an arm, blood was pouring all over the sheets and onto the floor.

"Professor!" She screamed.

* * *

><p>"Scott, please… you're starting to dig a groove in the flo—" Xavier began to say but stopped and placed a hand to his forehead. Scott stopped pacing and turned around to see what he was doing.<p>

Phase and Charger were sitting in chairs facing the man and looked concern.

"Professor?" Charger asked moving to her feet.

"What is it, professor?" Scott asked as he moved closer to the desk.

"We have to get to the infirmary." Xavier said as Phase shot to his feet and ran ahead of the others.

* * *

><p>Inside the compound Cable watched the battle unfold. He knew that his team couldn't defeat the X-Men, but what bothered him the most was Phoenix. He was not supposed to be here. He's not even supposed to be active.<p>

"This is not going to work. I got to join the battle before the finale…"

Cable worked his way through the compound and looked at the door that was holding Jean Grey. He placed a hand on the door before he opened it and sighed. _Everything went wrong…_

He opened the door and walked into the room to see Jean sitting on the bed.

"Tell me about the boy."

Jean huffed and looked at the man, eyes narrowing at him.

"Did Alex say why he was here… as he started to manifest… how long has Alex been calming to be the Phoenix?"

"Why?" Jean said getting to her feet and looking at the man in his eyes.

Cable took a step backward and shook his head. "I want to ask you something… your telekinesis… when you use it now, do you see the goblins doing all the work?"

Jean gasped as she hit the bed hard, shaking her head.

"That was the first sign…" Cable turned to leave but stopped in the doorway. "Heaven help us if he sees them too."

"Wait!" Jean said quickly getting up from the bed. "Tell me what you know!" Jean rushed to the man named Cable, but he slammed the door on her. "Tell me!" Jean roared as she slammed her fist up against the door, tears forming in her eyes. "I'm not crazy…" Jean said, slowly sinking to the ground, still banging on the door.

* * *

><p>Back at the mansion, Phase, Charger, Xavier, and Scott ran into the room and stop dead.<p>

"Good God." Xavier said as he wheeled closer to Rogue.

"It's fine Professor…" Kitty said as Xavier examined Rogue's growing arm.

"It's actually growing… right in front of us." Charger said shaking her head…

"It doesn't even hurt…" Rogue said looking up at the group.

Xavier placed a hand to his forehead and reached out with his mind, he smiled and said, "That's because Phoenix turned off your pain sensors… the shock would have killed you otherwise."

Without another word Xavier wheeled himself around and out of the room. Cyclops looked at Rogue and she nodded, he quickly turned around and followed Xavier out of the room. Charger looked at Phase and he followed behind the two men.

Out in the hall Cyclops shouted at the retreating man. "Slow down, Professor… what are you doing?"

The two men finally caught up with Xavier and Cyclops grabbed his chair. Xavier looked up at the man, anger filling his eyes. "I'm putting a stop to this right now! I won't have my students put in harm's way because someone is after me. I refuse to hide behind these children any longer."

"No. You heard what Bishop said, you're too important… he'll kill you. Let me go. I'll bring everyone back safely." Cyclops roared.

Xavier put his hands on his wheels and shoved against Cyclops's hands. "This is not up for debate."

"Harsh." Phase said as the two men raced after Xavier again.

"You think being here… knowing Jean is in danger… that the team is in danger, it's driving me crazy!" Cyclops said walking beside the man as he wheeled down the hall. "I know how you feel… I'll get her… Phase and I can handle this!"

"Damn it, Scott… can't you see?" Xavier stopped rolling his chair and looked up at the man, fury spread across his face. "Do I have to spell it out for you?" Xavier took a deep breath and looked down at the floor.

"Professor!" Phase said looking wide eyed at Xavier and then looking at Scott. "We do not have time for this!"

Scott dropped his hands and looked at Xavier and then back at Phase. Something had passed between the three men, something that Scott knew, but didn't want to really want to think about.

"We all go then." Xavier said as the three rushed down the hall into the hanger room holding the only X-Wing left.

To Be Continued.


	34. Issue 79

Cable story line is done! Hope you enjoyed it! Things will start getting really good from here on out, hopefully!

Ultimate X-Men:

Issue 79

Cable: Part 4

The X-Jet flew across the sky at top speeds. Phase was sitting in a seat behind Xavier who was tapping his index finger on his seat. Cyclops was sitting in the driver seat, clenching his jaw.

Phase pushed his lips and cracked his knuckles while he watched Xavier look at Cyclops and then back out the window to the other side.

"Scott, please – you haven't said one word to me since we left the mansion." Xavier finally said. Cyclops ignored him and pushed a little harder on the steering wheel.

"Um… Professor, maybe now's not the time for this…" Phase said leaning forward and placing a hand on the Professor's seat back.

"I think we should probably talk about this, don't you."

Phase opened his mouth to answer, but Scott answered first. "No." He said simply. "I don't." He turned his head to look at Phase. "Our E.T.A. is four minutes."

Phase started to laugh in the back seat. "Well, you know… nothing really happened."

"Shut up, Michael." Scott said as he turn the jet sharply and Phase hit his head on the side of the jet.

"Ow…" Michael said rubbing his head. "I was just trying to lighten the mood."

* * *

><p>Wolverine opened his eyes slowly and grunted as he reached down and touched his side. It was completely solid, but his uniform was gone around the wound. Wolverine rolled over and pushed himself off the ground and rested on all fours.<p>

He looked around and saw the battle that was raging on around him. Bishop was fighting a man with the sides of his head shaved while Iceman was reaching around with his iceslide to take the man out from behind.

Wolverine watched as the man named Hammer swung one of his huge fists and knocked Storm out of the sky and quickly grabbed at Iceman before he could finish his move.

The woman was fighting Alex, but she seemed to be having a hard time. She was a few feet off the ground and floating towards the young man, an expression of terror on her face as she got closer. Alex was so in thrilled with his attacker that he didn't even notice Cable walking up behind him, taking out a gun.

"Alex…" Wolverine said lightly as he pushed himself to his feet. "Alex…" He said again, this time a little louder. Wolverine watched as Colossus charged past him and rammed himself into Grizzy. The bear growled with anger and pushed back at Colossus, punching him and sending him flying back.

Cable walked through the crowd of people, cocking his gun and pointing it at the back of Phoenix's head.

"Phoenix!" Wolverine yelled.

The fire around Phoenix disappeared and the woman he was holding crumpled to the ground. Phoenix turned his head and saw Cable walking behind him holding a gun.

There was a quick bang and Phoenix blinked. Colossus had run in front of him and blocked the blast that was aimed at the young man. Colossus fell to his knees as Phoenix backed away, eyes going wide with surprise.

Wolverine stared as the bullet that Phoenix stopped a few inches from his face fall to the ground. He turned his attention to Colossus who had fallen to his knees. There was a hole the size of a small bullet that made its way through his metal armor.

"Peter!" Phoenix yelled as he ran and crashed to the snow next to the big man. Wolverine charged at Cable as Phoenix placed a hand over Colossus's wound and then the blood rage took over.

"You will not kill anyone today!" Wolverine yelled as he slashed with his claws at Cable. Cable avoided the move easily and turned around to aim his gun at Wolverine and shoot one single bullet. Wolverine jumped in the air to avoid it, landed on his feet and then sprung at the man, both flying backwards when Wolverine hit Cable.

"Peter…Peter." Alex said over and over again feeling for something that he could fix. Alex knew he had powers, powers beyond what he uses, but never knew how to use them, how to access them.

Colossus looked up at Alex and placed a big hand on Alex's hand. He shook his head and tried to get up, but Alex pushed him back down.

"Alex…" Colossus said weakly.

"If you can push me off you, then you can get up." Phoenix smiled at him.

Colossus pushed himself up, but Phoenix held down a little tighter, Phoenix smiled as he had to use his powers to force Colossus down with a little more strength.

"Cheat…" Colossus breathed through gritted teeth. "You're using powers."

"You didn't seem to mind last night…" Phoenix joked as he pushed with his powers again. "Let me try something to cover the hole." Phoenix reached out with his mind and pulled slightly at the particles around Colossus wounds.

Phoenix pulled at the particles tighter and tighter, pulling them apart and then rearranging them. Hours seemed to pass as Phoenix worked; he lost all sense of time as he dove deeper and deeper into the particles. He reached a stage so small, he didn't even know if it could exist without his powers. Alex felt like he could control the world with this source of power, maybe even the entire galaxy.

For a single moment he felt something else there, something beyond his power, something god like.

Phoenix snapped out of his power surge when a crash sounded around him. He looked down at Colossus who had his eyes closed, but the wound was gone. Phoenix looked to his left and saw Wolverine had crashed next to time.

"Kid, snap out of it!" Wolverine growled as he jumped back up and charged back into battle. Phoenix turned his attention and watched as Storm was punched by a man who could burst his fist off his arms and then as a Hammer almost crashed one of his fists into Iceman, but was stopped as Wolverine charged into the man.

Phoenix's eyes erupted with fire and he floated into the air, "Enough!" He yelled as everyone around him grabbed their heads and crashed to the ground.

"Off me!" Bishop yelled as he punched a man that had fallen on him.

"Who made a train crash through my head?" Iceman said as he wobbled to his knees.

Xavier, Cyclops, and Phase flew over the battle field as a burst of energy flew into the sky. Xavier grabbed his forehead with one hand and then reached to his nose with another. Blood was falling out of his noise as he looked up at Scott.

"What happened?" Phase asked Xavier as he learned forward.

"An enormous amount of physic energy… if it wasn't for my shields, think I would of past out."

"Like everyone else down there…" Cyclops said unbuckling his seat belt and making his way to the back of the jet. Phase quickly joined him and pushed a button on the side of the jet. The door opened and air rushed into the jet.

"What are you doing?" Xavier yelled over the roar of the wind. "You need to land this plane."

Cyclops didn't say a word as he jumped out of the jet. Xavier yelled at the teenager but there wasn't anything he could do. He watched as Phase quickly joined the man out of the jet.

"I hope you know what you're doing!" Phase said as the two men fell through the air.

"Grab me and phase, damnit!"

_Scott! Have you two lost your minds! _Xavier mind yelled at the two mutants.

_Xavier, I suggest lest lecturing and more mind reading so you can land that jet. I know what I'm doing._

"I hope you do…" Phase said as he grabbed onto the man and began to phase the two and slow down their fall to the earth.

_Strom! Strom! Wake up! _Xavier mind spoke to the woman lying in the snow. _Strom, what happened?_

Storm pushed herself out of the snow and looked up into the air, seeing the X-Jet and Cyclops and Phase falling through the air. "Jeezus!"

_Storm, focus!_

_ Sorry, Professor. It was Phoenix… he did some weird mind thing and we all fell to the ground… I think he saved us actually._

"Phase, my head, un-phase it." Cyclops said.

Phase smiled as he worked his power, he watched as Cyclops released a beam of red energy out of his visor and hit Grizzly as he slowly got to his feet.

Grizzy looked up and growled. "It's raining, assholes."

"So it seems." Cyclops said as he and Phase landed behind the man.

"You know…" Grizzly said turning around to stare at Cyclops. "I really hated you!" Grizzly roared as he lunged at the two men.

Cyclops and Phase jumped out of the way as Grizzly crashed down where they were standing. Grizzly quickly turned around and lunged again, but this time Cyclops was waiting for him. As Grizzly drew closer, Cyclops let go of another burst of red energy and kicked with his foot. The beam hit the man at the same time that Cyclops hit him with his foot. Grizzly grunted as he flew back and crashed into another one of his teammates. "Well, I really don't care for you either!"

As if a bomb went off, the fighting began again. Cable shot up and charged at Bishop yelling, "Traitor! You know what we're fighting for here!" Cable punched Bishop so hard in the face that the man crashed to the ground again.

"Yeah, Cable… that's why I'm fighting—"

"Shut up!" Cable said as he sent a kick at Bishop's side. "When all this is over, when I've completed my mission and you're battered and beaten –" Cable kicked at the man over and over again as he talked to Bishop. "I'll be back home and you'll be stuck here!" Cable grabbed at the device on Bishop's side and snapped it in two with his metal hand. "Stuck here in this time… till you die!"

"No!" Bishop yelled as he kicked at Cable, catching him off guard and hitting him in the chest, pushing him back. "You destroyed my chronal displacer!"

Cable laughed as he crawled closer to the man. "And I thought you were all out of fight, old man!"

* * *

><p>Xavier watched from high above as his X-Men were being beaten back. He was more afraid of the fact that he might lose Jean then lose any of the other members, which is what frightened him the most.<p>

A part of him was thankful that Michael stopped him from saying too much, although it was too late the damage was done, Scott knew his dirty little secret. Although Xavier couldn't quite understand it himself.

Xavier really didn't understand his feelings towards his young pupil.

He watched as a woman jumped Phoenix from behind and started punching him between a fist and a gun. Colossus was busy trying to fend off an attack while holding his damaged shoulder. He was yelling something, but Xavier couldn't make it out.

Iceman and Storm were about to be beaten when Xavier closed his eyes and shook his head. _X-Men, go limp!_ He mind yelled at all his students.

As one everyone that heard Xavier in their heads stopped moving. Cable looked up when he noticed a dark shadow spread across on.

"Oh, hell." He moaned as he watched the X-Jet crash into the ground around him.

Phoenix spread his arms out and produced a small bubble of energy around him and some of his closest allies the moment before the jet crashed and exploded.

A short time later.

"What the hell happened?" Cyclops yelled over the roar.

"The professor's idea of helping…" Colossus said.

Wolverine looked around the scene. He watched as the mutants they were just fighting made another portal and left through it.

"It seems Cable's help is leaving." Wolverine looked around again and noticed Cyclops getting to his feet. Cyclops looked in his direction and Wolverine nodded at him. "Go get him, Slim… get Jeanie home safe."

"Cable!" Cyclops yelled as he ran through the snow, following a set of footprints to the wreckage of the base.

Cyclops ran into the base and came face to face with a retreating Cable.

"Stop! Not another move." Cyclops said raising his hand to a button that he pushed to release his energy beam.

"You still got a death wish, kid?" Cable said turning around to look at the man. "Should have taken you out a long time ago." He said as he reached into his pocket and flung a sharp device at Cyclops.

Cyclops didn't have time to react and the sharp object hit him in the face. He yelled as the force of the attack forced his head back and his visor split in two.

Cable moved forward and grunted. "Pity… that visor saved your life… again."

"No!" Cyclops yelled as he let lose another beam of energy. "I won't let you win!" He yelled as he heard the beam of energy hit Cable and shot another beam of energy.

"Not enough, boy." Cable said pulling a knife out of his left boot.

"I'm just getting started!" Cyclops growled as he forced another beam of energy out of his eyes.

* * *

><p>Xavier watched the two men fight as he pulled himself into the room. He hated that he couldn't do anything to stop them, Cable's mind was too well enforced.<p>

Xavier heard Cyclops grunt as Cable slashed at him with the knife and then Cyclops let go of another beam of energy.

Cable fell to the ground as the energy hit him square in the chest and he dropped his knife. Cable reached for another device from a pocket on his pants and pushed a button on the side of the circular object. It glowed blue and let of a shriek that caused Cyclops to yelled and fall to the ground. Cable punched the teenager as blood flew from his mouth.

Cyclops let lose another energy beam that hit Cable in the face and Cable pulled another knife out from behind his back.

Xavier couldn't watch anymore. He pulled himself closer and yelled at the older man. "Cable! I'm right here!"

Cyclops hit the man with a final blow of energy before he collapsed to the ground. Cable smiled as he looked up from the floor. "You're much bolder than I remember."

"It's over." Xavier said as he pulled himself closer to Cable. "You failed, you psycho. I'm still here and after what you did to my students… your life ends now."

"My mission is not over…" Cable said as he pulled a device out of his pocket. Xavier's eyes gwent wide when he realized what Cable was holding.

"Scott! Get out of here! Xavier yelled as he waved a hand and Cyclops flew out of the base.

* * *

><p>Outside Phoenix helped Colossus to his feet and watched the burning scene around him. He made a mental note that everyone was okay and counted the bodies that were still around.<p>

The portal that the woman opened winked out of existence and all that was left was the X-Men and Cable.

"Xavier is missing." Phoenix said as Wolverine jumped to his feet. "Wait! Wolverine!" Phoenix yelled as Cyclops flew out of the base, followed by a huge explosion.

"Good God…" Storm said as she ran to Wolverine and watched Cyclops crash to the ground a few feet in front of them.

"God had nothing to do with this…"Phoenix said, tears filling his eyes from the heat or from what he expected, he didn't know.

Iceman walked up to the group and looked down at the ground, not being able to say a word, he just shook his head and sniffed.

Bishop clapped Colossus on the back and began to walk into the base. Phoenix and the others slowly followed behind.

Wolverine was the first one to enter the building, followed by Storm and Phoenix.

"No…" Storm whisper as she turned around and buried her face into Wolverine's chest, Phoenix moaned as he saw what Storm was looking at and Colossus placed a big hand on his shoulder. Iceman fell to his knees near the body and cried out, Bishop placed a hand on his shoulder, but Iceman shrugged him of.

Cyclops entered the building and yelled, running over to the smoking body.

"If this… if this is the Professor and Cable did this... where's his body." Iceman asked as he depowered and looked closer at the burned bones that was left of their Professor.

"Maybe it was vaporized, if he was at the center of the blast?" Bishop offered looking at the body with disgust.

"No." Wolverine said, holding on to a crying Storm. "He teleported away before the blast. Had to. His body ain't here."

Phoenix looked away from the body and then at Wolverine then quickly at Bishop.

"What makes you so sure?" Bishop asked.

"Just trust me." Wolverine said. "I know it wasn't vaporized."

"No…" Jean yelled as she entered the room.

Cyclops looked over as she made her way across the broken building. Jean had tears in her eyes and was falling over just as much stuff as she was walking over. "Jean… I'm sorry… he… there wasn't anything I could do."

"No… oh God, no." Jean said as she drew closer to the body. Scott quickly got to his feet and grabbed the girl as she fought him. "He can't be dead… he just can't be!" She screamed as she punched Cyclops on the chest.

Cyclops let Jean hit him. Let her hit him over and over again as she cried into his chest.

"It can't be…" She moaned as the two slowly fell to the ground, rocking back and forth.

The End.


	35. Issue 80

Ultimate X-Men:

Issue 80

Aftermath: Part 1

The Day Before the Funeral:

Alison sat on her bar stool downing another shot of tequila. She was feeling sorry for herself again because no one else would feel sorry for her. The bartender walked up to her and handed her another class and poured more of the clear liquid into it.

"Hit me up…" She said with a slight slur.

"Don't ya think you had enough, young lady?" The bar man said still pouring the liquid to the rim of the glass.

"I didn't ask you what I thought, prev… I want another shot!"

The older man sneered at her and pushed the filled class of liquid closer to her. "Maybe if you weren't such a drunken, freak…" He walked away muttering, as Alison tried to say something to him but just huffed inside.

"Would you keep it down!" A woman yelled at Alison as she waved at the bar keeper to turn the volume up to the television. Alison looked at the blonde woman sitting next to her and saw that she was watching something on the television set.

It was a news report and a picture of Charles Xavier was plastered up next to a man with brown hair talking. "… continuing coverage of the mysterious death of well-known mutant activist Charles Xavier."

Alison's eyes went wide and she dropped her shot glass. "Five days into the investigation and cause of death is still currently unknown." The man continued. "All that is known is that the growing world mutant community has lost an avid supporter. Conspiracy theorists are already concluding…"

Alison stopped paying attention and grabbed her jacket, jumping off the barstool and leaving the dirty bar behind.

The woman that told Alison to keep it down watched her go. She waited to the count of three before getting up to follow her out of the dirty bar.

* * *

><p>"How are you feeling Clarice?" Alex asked again as he was fixing the girl's pillow.<p>

Clarice laughed as Alex pushed her up off the pillow and fixed it under her. "I'm fine Alex…" Clarice leaned back on the pillow and looked up at Alex; he looked tired, more tired than he usually did. "How are you feeling?"

Alex smiled and pushed some of his reddish blond hair behind his ear. "You know… a little of this, a little of that…" Alex watched his dear friend and smiled. Her purple skin was so light it was almost a pale blue and her pinkish-purple hair had grown so long that she had it piled around her waist.

"Michael told me about Peter and you…" She paused, biting her lower lip. "It's something different, isn't it?"

"Don't you know it… I…" Alex looked nervous, something that Clarice never saw in him before.

"You won't hurt my feelings Alex." Clarice said softly.

"Thank you." Alex said looking down at his hands in his lap.

"Did Michael tell you about –"

"Your memory… yeah, selective memory loss."

"Convenient." Alex teased.

Clarice formed a pink rode in her hand about a foot long. "Don't make me test my strength so soon." She said smiling.

Alex missed the times that they teased each other. Even though Blink was the newest member of the team Alex felt most connected to her. That's why he thought he loved her, but when he met Peter all his feelings were messed up.

He didn't know what to think, but with Clarice awake and seemingly happy with Alex's decision he felt like a hug weight was lifted off of him.

"It's weird… I remember a few weeks before we teleported here and then up to being shot… but everything before that is just… gone." Blink said, her light purple hair falling away from behind her ear.

"Xavier's dead." Alex said suddenly.

"What? How?" Blink asked, surprised. Worry filling her very soul. This was one of the reasons why they had come back to the past. Only she and Alex knew the whole plan on why they would come to the past, or as much as Angel would tell them.

They had failed. Clarice looked up at Alex and noticed something in his eyes. Almost like a victory.

"It was a man named, Cable… apparently he's from the future."

Blink looked away from Alex. That look bothered her, confusion over came her worry and she turned her attention back to Alex.

"No," Alex answered before she could say anything. "Not as far as our future… the closest I can come up with is that it's about fifteen or twenty years before our time and Cable knew all about the X-Men… not like we do… but seemed to actually know them. Cable is maybe twenty, thirty years after this point."

"You think we're fifty years from the future?" Blink asked, looking even more confused.

Alex stopped and looked at the girl, then shook his head. "I have no clue, but if I was guessing… then yes, fifty to sixty years from now we will be born into a hellish future."

"What about when it happened… what it is?"

"Angel only told us about the wave that started it all… a wave of what I don't know…"

Blink stretched and yawned. Alex stood up and smiled down at the woman. "I think I should go… you need your rest." Blink was about to protest but Alex put his hands in the air. "I'll be back tomorrow… the doctor cleared you for the funeral and says if you can handle that you should be clear to leave here."

"Thank you Alex." Blink said smiling at the teenager. Alex turned to leave, but Clarice stopped him. "Oh, Alex… where's Rose?"

Alex stopped and turned around; the sadness was back in his eyes. "It's… I'll tell you tomorrow." Alex turned back around and left before Clarice could ask him anything else.

* * *

><p>General Nick Fury was standing in front of a group of men in the White House Situation Room. He was dressed in his best uniform with all his medals and ranks displayed on his chest.<p>

"My team has completed an examination of the remains… it's him. Everything checks out, dental, DNA, everything." Fury paused and swallowed. "Charles Xavier is dead."

"Are we truly recognizing the gravity of this situation?" A general said, waving a hand in the air. "Do we realize what could be ahead of us? We could be looking at World War Three, here." The man looked around to see if what he was saying was sinking in.

"Now, I don't think we need to start preparing for the worst just yet, General." The President said, shaking his head. "We can't let our lack of information feed our fears."

"Mister President, with all due respect, we don't know anything." The General said shaking his head. "The best mode of action we can take is to assume the worst. These mutants could rise up and take over the world. Xavier could have been the only thing keeping them back."

"The entire mutant race isn't Xavier's Army, General Paine." Another man in the noted.

Fury put a hand to his mouth and coughed. "I've been made aware of your suspicions of Charles Xavier. While we didn't always agree on things, I can assure you, I've never witnessed Charles to be any less than an honest citizen."

Fury put his hands back behind his back and watched the three men he was talking to. "The belief that he could somehow be controlling his students, or you, Mister President, is frankly unfounded and absurd. This is little more than a civil rights issue. The death of one man will not lead to World War Three."

The President rested his chin on his hand and thought for a moment. "Do I have your word on that?" He finally said.

Fury placed his hands on his hips and nodded. "If it makes you feel better… yes."

"General Fury, you and I both know that's not a promise you can keep." The other General said, huffing with disbelief. "Do we have an official cause of death here? We need a smoking gun, otherwise we're just one-person-hinting-this-was-a-government-sponsored -hit away from riots in the streets."

General Fury leaned on the table and looked at the General with the light shining in his face. "No. We're not." He said slowly and clearly. "The mutant population is still so small that this is a non-issue. A mutant killed Charles Xavier. The details are a bit sketchy but we can have a public version of events ready for broadcast by the evening news."

Fury stood back up and straightening his coat as he continued to stare at the General. "The days of the Sentinel program are behind us. There are a growing number of humans supporting the mutant cause. But we don't have anything to worry about as far as a massive revolt in the streets.

"Where does this leave us in regards to the initiative Xavier was involved with?" The President asked.

"Charles Xavier's death should not affect the Legacy Project in any way. I'll make sure of it." Fury said as he turned to leave.

The other General and the President watched the man leave. After a few moments of silence the President sighed and then looked up at the standing General. "I don't like this…"

"Mr. President, you know we can't tell him about the operation."

"I trust Fury." The President said, looking down at the table.

"And that's why you have the cabinet, to help you in the decision process." The man said smiling.

"I have one more thing to add." The other man said.

"Yes?" The President and General said as one.

"I do want to point out that Fury will notice the budget on this little side project sooner or later."

"That's the beauty of it." The first General said. "The budget doesn't exist, because there is no project."

* * *

><p>Somewhere in New York:<p>

Lilandra sat in her dark room staring at the desk she always sat at. She didn't know why she was feeling this way. Everything she felt for Xavier was an act. She wanted to get close to the man so she could get to Jean.

So she could get to the Phoenix.

But his death had touched her in a way she didn't think was possible.

The Empress was supposed to be above mere mortal emotions such as love… but she thought she had fallen in love with Xavier over these past few months.

She sighed as she looked at the medium sized golden disk on her desk. She pushed the button and a light blue light appeared around it and the image that she had created formed out of the light.

It was a hologram of her love, Charles Xavier.

The image began to rotate and tears begin to form in her eyes again.

"Your Majestrix." A voice said in the air.

Lilandra ignored the voice and continued to look at the rotating image. Her last memory of the man was of her and Xavier… they had…

"Majestrix!" The voice sounded urgent.

"Yes?" She finally said.

"We have confirmation. She is the host."

Lilandra stopped crying and then looked at the image of Xavier sharply. She wouldn't let this stop her. She one would destroy her entire empire for one man. She slowly got to her feet and took a deep breath.

She would save the galaxy if it was the last thing she could do.

* * *

><p>The Day of the Funeral:<p>

Bobby walked down the empty hall with his hands in his pockets. He felt like his whole world was falling apart. Nothing was this bad, not even when he almost died last year. Before he knew it, Bobby walked up to Kitty's room and saw that the door was open.

He knocked on the door frame. "Hey, Kitty… uh…" Bobby stopped and watched as Kitty stuffed some more cloths in her suitcase and then slammed it shut. "So… you're really leaving?"

Kitty didn't turn around and looked anywhere but at Bobby when she spoke. "Yeah. I just can't be here anymore, not today for sure… not after what happened. I just can't do it." Kitty's voice broke towards the end and she put a hand to her face. "I'm a kid, really, I mean… just a kid, Bobby."

Bobby looked at the ground, his long blond hair falling forward as he listened to Kitty's speech. "I shouldn't have to deal with any of this."

"What are you talking about?" Bobby asked looking up at the girl. A part of him knew how she felt, but he always felt like the good they did out weighted the bad. "You used to love this stuff. Nobody was more excited to join the team than you were."

Bobby watched as Kitty wiped her eyes and she finally turned around to look at him. "Maybe I've grown up a little. Matured. You should try it sometime, Bobby.

Bobby heard the heat in her voice and decided to add a little of his own. "Yeah, I'll see what I can do. But really, you think he'd approve of you running away like this?" Bobby took his hands out of his pocket and pointed at her, accusingly. "Think that's what he'd want from you now?"

Kitty walked close to Bobby and was face to face with him before she continued. "The Professor is dead, Bobby. I don't care what he'd want now. It doesn't matter anymore." Kitty turned around and grabbed her suit case, lifting it up; she looked like she was having a little trouble. "And I'm not running and I'm not quitting because he died – at least that's not the only reason." She dropped her suitcase and sighed. "I came here to learn to use my power. I did that. There's no point in staying here past that. I'm not in danger of hurting myself now and I don't need to learn to use my powers to fight evil."

Kitty picked the suitcase up again and walked across the room. "When I first came here, it was fun… yeah, but things change."

Bobby smiled as he watched Kitty having trouble with the suitcase. "The fact that your mom lives closer to Spider-Man in Queens has nothing to do with this?" He asked, crossing his arms across his chest.

Kitty finally made it to the other side of the room and dropped the suitcase next to another just like it. "You know what… when I'm with Spider-Man, things are still fun. That's not the case here –"

"Maybe you're not as mature as you like to think." Bobby shot back at the girl.

"You're a jerk!" Kitty yelled at Bobby as she grabbed both suitcases. "Maybe, I'm just trying to get away from you." Kitty turned to leave and walked towards the door. "I'm getting out of here before Magneto breaks out of the Triskelion and takes over the school."

Bobby didn't turn around as he listened to Kitty leave the room and walk down the hall, away from him. Bobby shook his head and left the now empty room to walk further down the hall to Rogue's room.

"You feeling better?" He asked as he leaned up against Rogue's doorframe. Rogue was sitting on her bed, arms reached up around her neck. Her long hair was falling around her face and tears were in her eyes.

"Physically? Yeah." Rogue breathed as she unwrapped her arms from her neck and rested them in her lap. "Arm grew back just fine. Everything else…. Well…" Rogue's voice broke and tears started falling down her checks. "Just hold me, Bobby… for a little bit. I really need that. Can you do that?" She looked up at him, lips quivering.

Bobby pushed his lips back and sighed as he walked into the room. He sat down on the bed and Rogue wrapped her arms around him, placing a hand on his chest and her head on his shoulder.

Bobby reached up to grab her arm and she said, "Be careful, I…"

"I know, I know all about it." Bobby cut her off. "I'll be careful. Don't worry."

* * *

><p>"No big farewell for the Kitty Cat?" Westerfield asked as he took one of the suitcases away from Kitty. She smiled at him and shook her head, her long brown hair flapping back and forth.<p>

"No, I kind of prefer it this way." Kitty said as she handed the other suitcase to the man. She looked down the road and saw another car pulling up. She sighed as she realized who it was. "Thanks for driving me, Mister Westerfield."

Westerfield looked up at the girl and then down the road, realizing what Kitty was thinking. "Should I wait mam?"

She nodded her head and Westerfield walked to the driver's side door and opened it to enter the car.

The other car pulled up and Alex got out of the car. He waved at Kitty and she smiled back at him. The other door opened and a purple skinned girl walked out of the car. She waved at Clarice, who waved back.

Both teenagers walked around the car and met Kitty half way.

"So you're leaving…" Alex said as he gave the girl a big hug.

"Yeah… I just… it's just…"

"This life just isn't for everyone…" Clarice said hugging the girl after Alex stepped back.

"Yeah." Kitty smiled. "Hey, girl. I know we didn't get to know each other very well, but let's change that. Next week, you, me. Shopping."

Clarice smiled and nodded. "Sure thing."

* * *

><p>Jean sat on Scott's bed while he was getting ready for the funeral. Her red hair fell in her face as she stared down at the floor. "I just can't believe it… He's actually dead."<p>

Jean closed her eyes and thought about the last thing that she said to Xavier before he died… She never even got to tell him that she was sorry.

"I know, I'm sorry." Scott said looking in the mirror while he fixed his tie, for the third time. "I… I miss him too."

Jean didn't move nor did she look up at Scott when he turned to face her. "We need to get ready, everyone will be arriving soon."

"I can't do this… it's just too much." Jean said burring her face into her hands. "Why does this have to be such a big event? I just… it's too much, too soon."

"It's almost been a week, Jean."

"There's still so much to do… I still have to learn to maintain the Professor's psychic blocks on Kurt before he wakes up. Who knows how long those will last with Kurt constantly fighting them?"

"You know, Alex can –"

"No…" Jean said quickly. "I… I want to do this, for the Professor."

"Jean…"

"I just don't know… how are we going to do all this without him?"

Scott walked across the room and looked at Jean's birthday present that he had bought her before all this mess happened. He was about to open his mouth to ask Jean about it, but she beat him to it.

"Scott…" Jean said, stopping the man from talking. She wrapped her arms around him and hugged the man that she loved. Scott hugged her back and patted her back. Jean began to cry and the two rocked back and forth, letting Jean cry.

* * *

><p>"That's very sweet of you to say." Peter was sitting on the couch in the living room talking on the phone. He was in a tuxedo and was talking to Jean-Paul. "No, really it means a lot to me that you're here for me." Peter stopped and looked at the floor, thinking about what he wanted to say next, or how he would say it.<p>

"I don't know if I'd be handling things this well without you, Jean-Paul."

"So things aren't going so well with you and Alex?" He asked a little egger.

"No… it's not that." Peter said sadly. "It's just… Alex's been distant since the Professor's death and Clarice woke up…"

"You're not telling me something." Jean-Paul said.

"I think Alex and Clarice dated before… before…"

"Ah... you think he was using you till his main squeeze woke up?"

Peter didn't say anything. That was what he had been thinking, but saying it out loud just made it sound… so real.

Jean-Paul laughed. "Honey… that boy loves you… there is no doubt about it. If he did have a thing for Clarice, it's long gone."

Peter laughed; a deep bellow of a laugh. "Jean-Paul, you can always make me feel better. I guess you're right…" Peter thought about it for a minute.

"Have you thought about my offer?" Jean-Paul asked

"On moving? I… I don't think Alex would be up for it… He loves doing this."

"It doesn't hurt to ask, does it?"

"I… I will think about it. Look, I got to go… the service will start soon."

"You're right… I should probably get a move on, myself. See you soon." Jean-Paul said, and then hung up the phone.

Peter looked at the phone and then placed it on the table. He turned around to come face to face with Alex. He was wearing a tuxedo much like his, but smaller, much smaller.

"Alex…"

"Stop." Alex said putting a hand up. "I don't want… Not right now."

"Alex... it's…"

"Peter, I know what you're thinking…" He stopped and a small smile spread across his face. "Everything you're thinking… we will talk about it later."

Peter smiled and realized that Alex wasn't mad at him so he walked over to the man and wrapped his huge arms around him. "I love you."

Alex laughed and cried at the same time. "It hurts…"

"Shh…" Peter said. "You haven't cried at all. You don't have to be so strong all the time…"

"Peter…" Alex said as he wrapped his arms around the man and grabbed at the back of his coat. "He's dead…"

* * *

><p>Logan walked into Storm's room and looked around it. All of Kitty's things were gone. He sniffed and thought about it for a minute, Kitty must have been gone for at least three hours now.<p>

"She gone?" He asked Ororo anyways.

Ororo was bending over a desk and looking into a mirror, fixing her hair and then putting in her earrings. "Kitty, yeah." Ororo said as she turned around to face the man. "Left everything she didn't want… I had piles of old magazines and junk mail, trash… you name it. This room was a mess."

"You look nice." Logan said, smiling at the woman.

"Yeah, got all dressed up so we can bury the most important person in our lives. Why can't we all just curl up in bed and cry for a few days?" She asked, placing her hands to her side and shaking her head.

"It's a respect thing…" Logan said shrugging and putting his hands in his pockets.

"Well, it looks like you respected the Professor a great deal. You're not looking too shabby yourself." Ororo said looking the man up and down and smiling.

"Thanks." Logan said as Ororo turned back to the mirror to add make-up and Logan turned his attention to Ororo's laptop on her bed. "What's this you got here?"

Logan bent over the laptop and read the writing on the laptop out loud. "The Shadow King? What kind of name is that?"

Ororo quickly whipped around and dashed to her computer, shutting the lid and looking down at the floor. "Stop! That's private…" She stopped and looked up at the man, tears in her eyes. "Sorry, I… I'm just upset. It's not done yet… I didn't mean to snap at you like that…"

"I've handled worse, darlin'" Logan said placing a hand on the girl's shoulder. "C'mon, let's get out there."

"Logan…" Ororo said looking in the man's eyes.

"'Ro?"

"I… I…" Ororo didn't have time to say anything as Logan kissed the woman, a deep, long, loving kiss.

* * *

><p>Lilandra Neramani sat down in the center of a row of lawn chairs, waiting for the service to begin. She watched as more and more people were gathering around for this one man.<p>

She shook her head at everything that was happening. She couldn't believe that she was feeling this way… it was never meant to happen. She was just supposed to get the information that she needed and then leave.

She was expecting for it to take this long either. The others… were waiting for her to return home, but she delayed it, because she fell in love with a man, a human man.

She was looking down at her feet when she realized that a shadow covered her from the setting sun. She looked up and pushed her blue-black hair away from her face.

A woman was standing in front of her. It looked like both her legs had been broken at one point because she was using two crutches to help her stand.

The woman smiled down at her. "Lilandra Neramani?"

"Yes?"

"I just wanted to introduce myself. I'm Moria McTaggert… I was married to Charles. We had a child together."

Lilandra smiled at the woman, realizing what was going on. "Yes, Charles spoke of you. It's nice to finally meet you… I just wish it were under different circumstances."

Moria looked down and a tear fell from her eye. "I spoke to Charles briefly a number of days ago. He told me he'd been seeing you." She stopped and swallowed. "He seemed happy. Happier than I'd heard him in a while."

Lilandra smiled up at the woman, nodding her head; Moria smiled and continued. "I just wanted to thank you for that. I find it comforting to know that in the end at least… he was happy."

"Thank you for saying that. It… it was good meeting you, Moria." Lilandra said and Moria smiled again and turned to leave. Lilandra was smiling to herself and then stopped, she had to check these emotions if she was going to go back home soon. They wouldn't like the fact that their Maxtrix had fallen in love with a human.

Lilandra looked up when she noticed Gerald walking towards her. She had to force a smile for the man. She couldn't fathom how this tiny little planet could form a religion based on her culture, but he seemed to be a very important player in it and when she forced her way in he was stuck to her like glue.

She knew he had been lying to her from the very beginning, but she couldn't figure out why. That would be something she would figure out when she got what she wanted. She didn't like being lied too and the person that did the lying always paid for it.

* * *

><p>Alex stood at the back of the yard, watching everyone interact with people as they all moved around. He had tears in his eyes as he watched Peter and Bobby comfort a grief stricken Bishop.<p>

Alex still didn't trust the man and the fact was the Alex didn't think the man was actually who he claimed to be.

Something just wasn't right about him… or Cable. Alex remembered Angel telling him something about Cable, but couldn't quite remember all the details. Cable was dangerous, he knew that, but Cable wasn't a murder or had Wolverine's claws.

Something just wasn't right about all this.

The Fantastic Four were sharing stories with a group of people around them. Emma Frost's students had finally entered and they quickly joined in the talking with the small groups of people.

Alex watched as Jean-Paul made his way to Peter and the both of them looked at Alex. He made sure to smile and wave back so Peter wouldn't worry about his feelings. Alex turned his attention to Scott and Jean as they walked up behind him.

"Your brother is here." Alex said and Scott nodded. The three of them waited for Alex and Lorna to walk up to them. Lorna hugged Alex and then Jean, while Scott's brother shook Alex's hand and then his brother's.

"I'm so sorry this happened, Scott." His brother said, looking sad.

"Thanks, Alex."

"Emma seems to be testy." Jean said watching the woman ordering her students around.

"She's been under a lot of stress after…"

"It's starting." Alex said as he waked away from the group.

* * *

><p>The minister finally started walking to the front of the group and towards the casket. Everyone noticing what was happening quickly took their sets and started to quiet down.<p>

"We are gathering here today to grieve the passing of Professor Charles Xavier…"

While the minister continued to talk, Clarice, Alex, Anna, and Michael took seats in the back of the cluster of chairs.

Clarice leaned over to Alex. "You do realize what this means…"

"Yes…"

"His body wasn't buried here in our time." Clarice said.

"It could have been moved…" Anna said, shaking her head. "Something like sixty years is going to go by. Someone could have moved it."

"No…" Michael whispered. "Angel always told us that Xavier was buried…"

The group stopped talking when they realized that everyone was getting up to lower the casket in the ground.

Cries and sniffs could be heard through the crowd.

Alex looked up into the sky and watched the sun set… the red and gold of the sky slowly changed as the sun slowly lowered out of the sky and as the casket slowly drew into the earth.

"Guy's…" Clarice said as they walked with the rest of the group. "Where's Conner?"

* * *

><p>A few hours later, after most of the people left. Jean and Scott were saying good bye to Emma Frost and her students.<p>

"Please think about it…" Emma said as she shook Scott's hand.

"Thank you, Emma." He said as he turned away.

Inside, Scott shut the door and looked at Jean, who looked tired. "You going to bed yet? I think I'm going to be turning in early tonight."

"No, I've got too many things to do." Jean said, rubbing the back of her head. "Sorry. I'll see you in the morning, Scott."

Jean walked away from Scott before he could say anything and walked down a hall and further into the complex that the X-Men use for their missions. He walked up to Kurt's door and sighed before she pushed the button to open the door.

"Okay, Kurt… let's see what we can do about keeping you in your…" Jean said as she entered the room, but stopped when she looked at the empty bed that once held Kurt. "Oh, no…"

* * *

><p>Lilandra Neramani sat in the back seat of her limo as it sped at top speed down the highway. She sighed as she thought about the day's events. She never thought that she would fall in love, hell, if she could even fall in love.<p>

During her training she thought that her master had beat all the emotion out of her. When the masters taught her how to shield her thoughts from mutants she thought…

No, she would not think about it. She is their master now. She is the ruler of an Empire and she would make sure that nothing would happen to it.

Nothing.

"Lilandra…" A voice called to her.

"Yes?" She said as she looked to the front of the car.

"It appears that the Guard is on the phone for you."

"The entire Guard?" Lilandra said with a hint of a laugh.

"No ma'am, just Gla-"

"Names, Arkai." Lilandra Neramani smiled as she picked up the phone.

* * *

><p>Conner flew through the air as fast as he could. Ever since he joined Magneto, the older man started teaching him how to use his magnetic ability. Conner even learned the trick to use the weather and the magnetic fields to push him faster than the speed of sound. He wanted to test an idea, but he thought he could go faster with more practice.<p>

He flew past dozen of mutants so fast they looked like blurs. He had just heard the news and he couldn't believe it… he didn't want to believe it.

Conner stopped and landed on the top of the steps of the castle that Magneto built himself in the center of his fortress. Mutants smiled at him and waved as he walked as fast as he could through the halls.

Conner liked the fact that since he was in the inner circle of Magneto, he didn't have to stop and play nice with most people, he could get away with just about anything, although he never really did anything bad to begin with. He just left his team so he could better control his powers.

In his time there were only two mutants that ever had the ability to control metal and they both died before he was born. It was now or never and he picked now.

Conner made his way into the central room and watched Magneto talking with Forge and Longshot.

"Is it true?" Conner yelled over the low hum of people talking in the hall.

"Is what true my young friend?" Magneto asked.

Conner shoved the newspaper at the three mutants. "This paper is three days old. Did you know all this time?"

Magneto took the paper and looked at it, almost as if he was looking at it for the first time, almost.

"Yes. I knew about it the day it happened." Magneto finally said.

For some reason Magneto had developed some kind of respect for the young mutant. Conner couldn't figure out why… maybe it was something to do with their link in powers. Conner noticed that Magneto got a high every time he taught the mutant something, and it bothered Conner to his marrow.

"Why didn't anyone tell me?" Conner demanded.

Forge and Longshot looked taken aback at the way Conner was speaking to their leader, their King.

"I felt it best to keep you in the dark…" Magneto said. "I did not want to… upset your training."

Conner shook his head. "I can't be here… not now. I need to be with my friends… my family."

"Conner… you are with your friends and family."

Magneto waved a hand and all the doors and windows snapped shut. "You will not be leaving. Xavier dying plays right into my plans. If anything this makes what we're doing infinitely more important."

"Magneto?" Forge said, confused.

Conner just stared at the man, he never thought Magneto would go this far, the history books never said anything about him, except that he was a powerful man.

"We have a celebration to hold." Magneto smiled as he placed his fingertips together.

To Be Continued:


	36. Issue 81

Sorry this issue took longer! I was on a trip to America and just forgot about it! lol. The next issue should be up before next weekend!

Ultimate X-Men:

Issue 81

Aftermath: Part 2

Scott, Jean, Alex, and Ororo all sat in Xavier's office on one side of the professor's desk. A man with white hair and a black business suit was sitting in the spot that Xavier usually occupied.

He smiled at the teenagers. Jean grabbed Scott's hand while he placed his other hand on his chin, watching the man. Both Jean and Scott where wearing formal wear, colored black and looking depressed.

Ororo was in a skin tight lime green shirt and gray sweats, she was still crying. It had been two days since Xavier was laid to rest and this was the first time she left her room. The only reason why she left was because Alex made her.

Alex was on the other side of Ororo and was wearing his battle uniform. Since Xavier died Alex had changed, but it seemed that Colossus was the only one to notice. It seemed that Alex was always ready for a battle. He wasn't looking for them or trying to find them, he was just constantly ready for it.

He had already gone out on three different occasions finding fights to stop, or start.

"I'm glad the four of you could make it." The man said. He coughed and opened a manila folder filled with papers. "As I've told you, the entirety of the Xavier estate has been passed on to you. The mansion, the few other real estate holdings in his possession, and what little liquid assets he had…" He paused and flipped over a piece of paper. "… will all be under the joint control of the four of you.

"I'm told the mansion houses some type of school; that is now yours. But it looks like the liquid assets would only cover the operating expenses for around three months." Alex looked at the man, confused at first.

The man continued, but Alex tuned him out and instead reached out with his mind. He mentally thought about Jean and noticed that her telepathy was completely turned off.

_Ororo… _Alex mentally thought. _Are you listening to this?_

_ What?_

_ Xavier left us the school… but there's something wrong... Scott—_

"No." Scott said sharply. "Selling the school is not an option. We're not going to be selling anything." Scott let go of Jean's hand and crossed his arms over his chest. "He didn't leave this to us so we could get rich off it."

"Wait…" Ororo said snapping out of her daze state. "So he left this to the four of us? Why did he do that? Why me?"

Jean looked down at her lap and her red hair fell around her eyes. "I think we're all here to keep each other honest… The four of us represent everything that Xavier believed in…" Jean looked up at the man on the other side of the desk when he coughed again.

"Yes, well, for whatever reason, you've come into a sizable real estate holding. You now own a number of warehouse in New York. If you could start renting them out… that could bring in a substantial profit."

"What?" Alex asked leaning in his chair. "How many buildings did the Professor own?"

"And what was he doing with them?" Scott asked looking at the three other mutants.

* * *

><p>Anna was bent over looking in her closet for her older uniform. Ever since she joined up with the X-Men of the past she put the dirty uniform into the back of her closet and never wanted to look back.<p>

She heard a whistle from behind her and she straighten, but not before she found what she was looking for. Anna turned around and tugged her long brown hair behind her ear and smiled at Michael who was standing in her doorway.

Anna had been rooming with Rose before she was kidnapped and half the room looked like no one had lived in it ever since. It took days for Anna to even sleep in the room when she was first kidnapped, and even longer to go through her best friend's things.

"What'd you gonna do with that?" Michael asked her.

Anna smiled at her boyfriend. She had been in love with him ever since she could remember, maybe even longer. To Anna, Michael was perfect in every way… she didn't know how to explain it, she just felt… better when he was around.

"I'm going to leave." Anna said flatly.

Michael looked surprised and then smiled at her. "And where do you plan on leaving to?"

"I'm not leaving, leaving… I'm going to look for Rose, before anything else can stop me."

Michael watched the girl take off her shirt and pull the torn leather one over her head. She then turned around and grabbed for her jacket, but Michael beat her to it.

"Have you talked to Alex about this?"

Anna looked annoyed and shook her head. "I'm starting to think he doesn't even care about us anymore… he's changed since we came here."

"You mean—"

"No, not that… He just… it's kinda hard to explain."

"No, I think I understand… but I think we should tell him we're leaving."

Anna stopped grabbing for things and looked at Michael; she smiled and shook her head. Just another reason to love the man, she never had to ask for anything. Michael knew exactly what to say and when to say it… even when to offer his help.

"I don't think—"

"I wasn't asking for your permission and if Alex has a problem with it, well then…" Michael cracked his knuckles and smiled.

Anna laughed and shook her head. "I would be honored if you join me."

Michael smiled his goofy smile that Anna loved so much and she walked over to hug him.

"So when are we leaving?" He asked a he hugged her tightly.

* * *

><p>Ororo, Alex, Scott, and Jean walked down the hall away from Xavier's study, talking.<p>

"It's just a bit much for me…" Ororo was saying, pulling and hand through her hair. "That's all I'm saying. It's a lot of responsibility. It's not something I want to do with my life, y'know?"

"Nothing's changed, Ororo." Alex said walking next to her. "Now you're just a… co-owner in the X-Men." Alex smiled. Ororo looked up at the boy and smiled back, Alex knew she liked that idea.

"We'll discuss this later." Scott said watching the two mutants walk ahead of himself and Jean.

The four teenagers entered the main room and Jean looked up at the stairs, Logan was holding a bag and walking down the huge grand staircase.

"Going somewhere, Logan?" Jean asked, wrapping an arm around Scott's.

"Been putting some things off for a while now." Wolverine said, shifting the weight of his bag. "Figured now was as good a time as any to take care of 'em. With Chuck gone, it's just not the same around here."

Jean let go of Scott and walked over to Logan, placing a hand on his arm. "Are you sure about this?"

"You need some company?" Ororo asked walking up to the man, she didn't want him to leave, especially after that kiss they shared, but then it occured to her. That's why he kissed her.

He was planning on leaving.

Logan smiled at the teenager, "As much as I'd like to have you along, 'Ro… this is something I'm gonna have to handle on my own." Logan placed a hand on Ororo's shoulder and she smiled, looking down at her feet.

Wolverine turned to leave and waved at the four teenagers in the room. Ororo looked up from the floor and smiled to herself. "If something comes up… you know where to find me."

"Okay…" Scott said to the other three teenagers. "We'll continue this discussion later. I've called a meeting with Lilandra from the Church of Shi'Ar Enlightenment… we're probably going to need to rest up for that."

"Do you think we need to talk with her?" Alex asked.

"Yes… without her money, this operation can't work." Scott said simply as he and Jean began to walk up the stairs.

Alex and Ororo watched the two walk up the stairs and disappear down a hall. Alex turned to Ororo with a weird expression on his face.

"I think he has something he's not telling us…"

"Well, I'm not gonna let it bother me… I'm off to bed."

Alex looked at the grandfather clock in the room and laughed. "Ororo, it's three in the afternoon."

* * *

><p>Clarice sat on a recliner watching Bobby and Rogue play another video game. She had her long pink hair drawn over her shoulder and her legs pulled up under her. Clarice was completely enthralled with the concept of the video game.<p>

Bobby would laugh every time Clarice would jump with the character or yell every time the character would fall off the wall. Rogue smiled up at the girl and patted her on the leg.

"It's harder than it looks too."

"I can't see how –"

"Shhh!" Bobby said without taking his eyes of the television screen.

Bishop looked annoyed at the teenagers and pushed out his lips to continue the conversion that was interrupted by Clarice's shock surprised. "I'm just saying, even though the Professor is gone… you can still learn to better control you powers. I see so much potential in you."

"Dude, my game… this is like the hardest level." Bobby said, not taking his eyes off the screen. "My concentration is shot!"

"Just hear me out, Iceman." Bishop said louder. "You create ice; you do a lot of amazing things with ice…. But how do you do that?" Bishop asked the young man.

Not waiting for an answer, Bishop continued, "With minimal effort you are taking moisture out of the air and slowing water molecules down to make them cold." He stopped and looked around at the other teenagers. "What else can you slow down? There are some very interesting possibilities regarding your powers that I'd like to help you explore."

Bobby pushed out his lips and pulled the controller in the air. "Oh yeah, Bishop? And I'd like to know how you kill this boss when all they give you on this level is a freakin' pistol." Bobby pulled the controller back down and jumped up on his knees.

"Look… you get me a strategy guide next time you go out… and I'll listen to whatever you have to say."

Bishop groaned and stood up off the couch. "I wish… you… your future self must have blocked out all memories of his adolescence." He walked away from the teenagers and walked across the room. "I'm late for an appointment anyway."

"He is so weird…" Clarice said to Rogue as the man left the room.

Rogue nodded her head and turned her attention to Bobby, who said, "Did you understand a word of what he was talking about?"

"I wasn't listening. I'm having too much fun watching you play this game worse than I ever have."

Clarice suddenly stood up and walked out of the living room without saying a word to the other teenagers. Rogue and Bobby hardly noticed as Bobby begin the level again.

* * *

><p>A Few Days Ago:<p>

Alex stood over the sleeping Nightcrawler with his hands on the blue man's forehead. Both looked to be in extreme pain, and then suddenly, Nightcrawler opened his eyes.

"Alex!" He roared, straining against the restraints.

Alex opened his eyes and smiled at the man. "Do you feel better?"

Nightcrawler looked around the room, sweet drenching his clothes and covering his brow. "I… I can't seem to… focus."

"That's because of the physic blocks I removed from you." Alex said taking a step away from the mutant. "I don't really understand how I did it, I just did it." He paused and looked down at his hands, almost like they were covered with something. "It was like someone guiding me…"

"Alex… Help me." Nightcrawler pleaded. "I don't want…"

"You're not going to doing anything bad again. Xavier was a smart man, but he messed up some of your… wiring… when he was helping you coup with the Weapon X project."

"What?" Nightcrawler asked, but Alex didn't answer while he untied Nightcrawler's bounds and walked back to the door.

"No time. Jean will be here shortly." Alex waved a hand and the darkness in the room seemed to grow. "I want you to leave. My group will be in Chicago in 2 weeks' time. Meet us there."

Nightcrawler looked like he was going to say something but was stopped when Aex raised his hand. "Go." Alex said and Nightcrawler teleported away without another word.

Alex was alone in the room for a few minutes, smiling to himself. The room grew even darker as fire erupted around him. "It's all coming together." He said as fired consumed him and he disappeared as the door behind him opened.

* * *

><p>Present:<p>

Alex opened the door to his room and stopped dead in his tracks when he saw Peter laying in his bed.

"What are you doing?" Alex asked as he closed the door behind him.

"Waitin for you." He smiled as he tapped the side of the bed.

"Peter, I don't have any time for… anything, at the moment." Peter pushed himself off the bed and the sheet that was covering his bare shoulders slid dangerous low to reveal all of Peter.

Alex laughed as Peter quickly pulled the sheet back around him. "I guess you weren't expecting a no?"

"What's wrong?" Peter said, still smiling.

"It's this whole mess… everything that's been happening…" Alex took off his jacket and threw it in a corner. "Did you know he left me part of his estate…"

"What?" Peter asked, surprised.

"Well, a fourth, really. He split it between Jean, Scott, Ororo, and me."

"That's… amazing."

"Not really, now I have to meet with Lilandra about funding… and you know how she bothers me." Alex walked over to the bed and sat down, next to Peter.

Peter wrapped an arm around his boyfriend, and put his forehead against Alex's forehead. "You still don't trust her?"

"Face it Peter… I have the abilities of the Phoenix, no don't deny it. She thinks its Jean… and so do I, but explain me?"

Peter didn't say anything; he just sat there, looking at the young man. Then suddenly, Peter grabbed Alex and both fell down on the bed.

"Peter… I said –"

A knock at the door stopped Alex from saying anything else, instead he smiled at Peter.

"Should you get it… or I?"

Peter kissed Alex on the forehead and Alex rolled out of the bed. "Come in." Alex said as he turned his head and saw a naked Peter jumping out of bed and throwing on some pants that he had in the corner.

Anna opened the door and she and Michael walked in. Alex looked surprised at the two of them. Both were wearing their old uniforms, much like Alex, but they looked like they had a mission on their minds.

"What brings you to this side of the mansion?" Alex asked smiling.

Anna walked over and hugged her longtime friend and moved over so Michael could grab Alex in a huge bear hug of his own. Anna smiled over at Colossus who was throwing a black tang top on and waved. Peter smiled back and blushed a horrible shade of red.

Michael smiled at Peter and walked over next to Anna, it was at that very moment that Alex realized he knew that smile. It wasn't Michael's smile that he was staring at, but Peter's…

Alex quickly pushed the thought out of his head and looked at Anna, she leaned back against the dresser, her dark brown hair spilling over her shoulders in waves.

"Alex… Michael and I are leaving." Anna said without missing a beat.

"What?" Peter said before Alex could process the information.

"Not for very long…" Michael said quickly. "We want to find Rose."

Alex stopped and nodded his head. "Yes... we need to find her."

Anna jumped off the dresser and looked at Alex. "What do you mean we?"

Alex smiled at Anna. "You didn't think I'd let you go by yourself.

Peter walked up behind Alex and placed a big hand on his shoulder. "I'll go too."

Alex shook his head and said, "No, you need to stay here and—"

"No, Alex." Peter said firmly. "I go where you go. And that's final."

* * *

><p>Scott was sitting in the seat that Xavier would have taken if he was still alive. He had his elbows resting on the desk and looking at Lilandra and her partner, Gerald Lavine. Ororo and Alex were to the right and Jean was standing next to him on his left.<p>

Lilandra arrived twenty minutes ago and the six of them had been talking ever since.

"We don't know exactly what we're going to do, to be quite honest." Scott said, placing his fingertips together. "This is all just a little overwhelming. The professor was a big part of all our lives, Lilandra."

Lilandra crossed her legs and leaned over to one side. "And why did you want to meet with me?"

"Before Professor Xavier's death, you have committed to providing a substantial amount of funding to this school." Scott said, leaning closer to the woman. "We just wanted to talk to you about the possibility of continuing your commitment."

"Right now we're just trying to keep everything as close to the way it was before he died." Jean said, taking her hand away from the desk and placing them on her hips. "As close as it can be."

Lilandra smiled and pushed her hair back behind her ear. "That's an admirable goal. Charles's death doesn't make me any less committed to the mutant cause. I'm very interested in this school and what it does." Lilandra looked over at her partner and then back at the teenagers. "As far as we are concerned, this school is the future. This is where the mutants of today learn to live in harmony with the humanity of tomorrow.

"If you're going to continue his work… his effects towards peace between humans and mutants… then you can continue to count on my funding."

Scott relaxed for the first time in what seemed like a long time. "The continuation of Xavier's dream is first and foremost the thing that will be driving is forward."

Jean smiled, "I can't tell you how relieved we are to hear you say those words, Miss Neramani."

"This means a lot to us, thank you." Ororo said with a smile.

Alex stopped and took and step around the desk. "What's the condition?"

Jean, Ororo, and Scott looked at Alex like he had lost his mind. Scott put a hand on the desk and turned his attention to Alex, but Lilandra put a hand in the air.

"There is a condition…" She said, putting her hand back down. "Since you are so young and the majority of you are still minors, I'm going to ask that my associate Gerald Lavine remain on-site as a liaison between my organization and the school."

Scott waved Alex back and Alex stared at the man, but finally moved back around the desk. "If that's your only condition, then yes. We can allow that."

"Also… as a personal favor, I would like to continue my tests on Jean."

"What?" Jean and Gerald said at the same time. Scott and Ororo looked at Jean while Alex and Lilandra looked at Gerald.

Still staring at her partner, Lilandra continued, "I just want to run some small test here and there, nothing that will over power your mind of course."

Jean placed a hand on Scott's shoulder; she smiled down at him and then looked at the woman. "I think that's fair."

"Jean, you can't poss—"

"Alex, please." Jean said not taking her eyes off Lilandra. "Miss Neramani knows what happens to people that cross me… I'm sure she'll be more careful this time."

Lilandra's smile slowly faded and she turned her head to look at her partner. "Any objections?"

Gerald shook his head, looking nervous. "Of course not, Matrix. Gerald quickly got up and walked closer to the desk at the same time that Scott stood up and held out his hand. They shook hands and Gerald said, "I'll just be here to offer my support on any matters in which you deem my input necessary."

* * *

><p>Clarice blinked behind a wall where she noticed that Bishop had entered the New York State Prison. Clarice looked around the wall and blinked again, this time, inside the building.<p>

She found herself in a safe area where no one could see her, but she could see everything and everyone. She watched as Bishop walked to a table and sat down next to a man that look a lot like himself.

Clarice watched as the two talked, Clarice was too far away to hear anything, but she knew what was happening. It was the first thing she thought when she first enter this timeline.

She would want to go to her past self and warn her… although now, she couldn't even remember anything about that time. She watched as Bishop quickly got to his feet and turned away. Without thinking Clarice blinked away and outside the prison.

She did not like this man, and Bishop trying to change his past should… Clarice shook her head and blinked away from the prison.

* * *

><p>Alex, Peter, Michael, Anna, and Clarice entered the living room and saw that Bobby, Rogue, and Ororo were already in there. Clarice had teleported back to the mansion a half hour before hand and told her group everything that she saw.<p>

Alex planned on comforting the man when Bishop himself walked into the living room.

"Dude, did you get me a strategy guide?" Bobby asked without looking away from the television screen.

"How on earth did you know it was me?" Bishop asked, passing the standing group of mutants and walked over to the couch.

"Reflection." Bobby said simply.

"Storm." Bishop said, nodding at the woman who was sitting on an overstuffed chair, typing away on her lap top.

"Hey, Bishop."

"Guys, I think we need—" Alex began, but was cut off by Scott who had just entered the room with Jean.

"Hold on just a moment, Alex. We all need to talk." Scott said waving Jean to take a seat on the couch.

"As all of you know, Jean, Ororo, Alex, and I have been left in charge of the school. As the team leader of the X-Men, I've been trying to shoulder the responsibilities left behind by the Professor." Scott said raking a hand through his hair. "I've been thinking a lot about his legacy and his dream and everything he stood for.

"I've thought about what he tried to teach us, his efforts toward harboring a peace between humans and mutants and where he's gotten in the time he had…" Scott paused, trying to find the right words before he continued. "I think the Professor was wrong."

"Scott?" Jean asked surprised.

"What are you talking about, son?" Bishop asked standing up straighter.

"I don't think the best way to show people that we can coexist in peace is to have a mutant militia running around enforcing our own laws… fighting in the streets for all to see." Scott placed his hands on his hips and sighed. "I think there's a better way…

"Cable said the Professor did something to affect the future… that he had to die to prevent it. I'm not saying Cable was right, far from it, but I look around us, now… and I don't see us living up to our potential."

"Scott," Alex said. "You can't mean this… What Cable did was wrong… The Professor wasn't supposed to die like that."

"That's my point…" Scott said shaking his head. "We've got an opportunity here… the resources to become a safe haven for mutants across the world. Not to train them to fight in some ridiculous strike-team… but to train them to live in our world, peacefully and without fear."

Michael and Anna both looked like they wanted to say something, but Scott waved them to silence. "We can teach them to use their powers for the betterment of all mankind… not as a means of self-defense. We're going to make this place what is always should have been… a school. Which is why, effective immediately, I'm disbanding the X-Men.

"What?" Alex yelled, which was the most realistic response that Scott got back. Yells and roars were being produced by everyone, even the future X-Men.

"We're going to have an open enrollment period; this is going to be a school. No X-Men, no jets, no trips across the world to fight God-knows what."

"You can't do this." Alex said simply.

"I can, and Lilandra agrees, which is where the money is coming from. This is going to be a place for mutants to learn, a place of peace. You're all welcome to stay here… to help out. I'd love for you all to become teachers here, when you're old enough, when you're ready."

"You're barely old enough, Scott!" Alex shouted.

"This is not up for discussion… you can leave if you don't like it."

Bishop stood up and walked between the two teenagers before they could start pounding on each other. "This is a fine idea on paper, but what about those who don't learn through peace? What about those who hate and fear you… the evil in this world?

"What about the people that need the X-Men?" Bishop asked.

"I can't carry that burden. It's not my responsibility." Scott said simply, looking down at the floor.

"Have you lost your mind? You can't let things end with Xavier… you've got to defend the dream!" Bishop shouted, his anger letting lose.

"Can't you see?" Scott shouted back. "Xavier is gone, the dream is dead. He's not coming back!"

"Listen son—"

"I can't do this without him! It would be foolish to even try!"

"Stop it!" Alex shouted, pulling the men apart with his mutant ability. Alex walked closer to Scott and came face to face with the man. "I don't know about you, but I can't let the dream die! If you knew anything… anything at all about where I come from, what I have seen… You would try till you died to make it not happen!"

Scott looked up at Alex and opened his mouth but nothing came out. The two men just looked at each other and finally Alex just shook his head. "You're phatic, you make me sick." Alex turned away and walked out of the room. Scott's sight fell to the floor when he knew he had nothing else to say.

A part of him thought Alex was right.

Michael and Rose looked at Peter and then followed Alex out. Peter didn't say anything, but the look he gave Scott told more words then anything anyone could have ever said.

"I guess you know where we all stand then…" Clarice said looking sad and walking out, following the rest of her friends.

There was silence in the room till Scott looked at everyone else. "Trust me, I want to honor his memory, I want his dream to live on… and this is the best way for me to do that! If you want X-Men… go make your own."

* * *

><p>Alison walked down a dark alley still feeling sorry for herself. She wanted to go to the funeral but at the same time she didn't have the nerve to face her… No. They were not her friends. Friends wouldn't let a monster like that do those things to her.<p>

Alison stumbled out of the alley and into a dark street.

Where was she?

San Francisco? Was that the last place she remembered?

"Alison Blair." A voice said behind her.

Alison turned her head and the entire world seemed to spin. "Who'r you?" She slurred.

"I'm your biggest fan." A man walked out of the shadows and Alison took a step back. He looked very familiar. Almost like a slightly older man that once stole Rogue away from the X-Men.

"Swamp rat?" Alison said narrowing her eyes trying to get a better look.

"You must be mistaken, chere." The man said, his eyes glowing red.

"I don't give autographs." Alison said waving the man away.

"I'm not here for one." The man said pulling a small deck of cards out of his pocket and moving them around with his hands very fast. "I'm here to offer you a job." The cards suddenly lit up bright pink making shadows across his face. "In the Gladiator Games."

* * *

><p>Somewhere in the future Cable was sitting on a bed, being put back together by a robot talking to him. "And the X-Men?"<p>

"According to all reports from that timeline they are grieving the passing of their mentor. Bishop currently resides with them, trapped, since you destroyed his timeslide device. He will have no choice but to remain there, Cable."

"Wolverine…"

"Sorry, I was programmed to start calling you Cable, if you like, I can reprogram my programming."

Wolverine ignored the response and looked at the robot fixing his arm. "Tell me about Alex."

"Code name; Havok, brother of –"

"No, tell me about codename: Alex."

The robot paused and did one final adjustment before it looked back up at Wolverine. "Codename: Alex… test subject 1, part of the Rebirth Project… lost during the Second Gene War, and Fourth World War. Final test subject of five."

"And there is no trace of him now?"

The Robot paused and shook his head back and forth, slowly. "Negative."

"You've been working on your human movements, good."

Wolverine stood up and put a robe over his bare shoulders. "Please wake our guest."

"Yes sir." The robot said, turning and pushing a button, causing huge metal double doors to open in the far side of the wall.

Wolverine walked into the dark room and lights suddenly blinked on. Wolverine was staring face to face Charles Xavier floating in a tube of water.

"Charles…" Wolverine said, smiling as Xavier pulled his hands through the water he was floating in. "We've gots lots to talk about."

"Who are you?" Charles was able to ask through the breathing gear attached to his mouth.

"I think you know that, bub."

"I do not like to assume things, Logan."

Wolverine laughed a huge laugh that filled the room. "Sense of humor, chuck. Forgot you had one of those."

"Why Cable?" Xavier asked, not showing a hint of a smile.

"Cable was a poor unfortunate man that hails from the far future." Wolverine took a set on the floor and looked up at Xavier. "He came back in time to stop something, what he never said, but he died during one of the attacks and he gave me the idea."

Wolverine stopped and looked around the destroyed room. "If he could travel back in time and stop something from happening, why couldn't I? So since he was dead I decided to steal his identity and travel back in time, to stop this madness."

Xavier just let the man talk. If what he was saying was true then this could only mean one thing.

The earth was forever doomed.

The End.


	37. Issue 82

Ultimate X-Men:

Issue 82

Cliffhanger

1 Week after the X-Men's Disbandment:

General Nick Fury walked into one of the science labs that he was keeping one of his… guest.

"What can I do for you, Fury?" His guest said without turning around.

Nick smiled as he walked up to the big man and looked up towards the roof. Hank McCoy frequently was upside down working on his computer, looking at the screens and testing his theory's.

"I know what you're going through is hard… but I assure you, what Professor Xavier and I did was for your own good." Fury said coming to a stop and looking at one of the screens closer to the ground. Fury couldn't understand anything on it as Hank typed away and changed screens. "You needed to stay focused on your work. If you were too concerned with your friends… it would have been an additional distraction."

"You made me believe I was keeping in regular contact with my family and friends." Hank said with a little heat in his voice. "You tricked my mind into remembering conversions with them… and it took Xavier dying for the effects to wear off so that I could see through it all.

"Everyone I've ever cared for thinks I'm dead… And how long did it take you to schedule this meeting with me? Two weeks? Three? And you're still late!" Hank shouted as he jumped from the ceiling and landed inches from Fury's face. "What makes you think I'm not just going to quit and walk out of here."

Fury didn't move, nor skipped a beat at Hank's new appearance as he narrowed his eyes at the much bigger man. "The fact that you can't." He said simply. "Don't forget who you're talking to, Hank McCoy."

Hank backed down and looked at the floor; he knew perfectly well what he could and could not do. He just had to have more time.

We thought you were dead… everyone thought you were dead. When you were resuscitated at the hospital, it was a shock to us all, but it was an opportunity we could not pass up." Fury stopped and walked a few paces away from the man. "You know all about the Legacy Virus.

"Your team… everyone here has made such advances in finding a cure for this virus, with your help. We gave you a singular purpose, one thing to focus on. The clock is ticking on this virus leaking out… we have it, but we can't be certain we can control it. We have to find a cure."

Hank looked down at the floor and sighed. "I know…" He said sadly.

"So, I see you've finally reversed the effects of the Weapon X experiment." Fury said as he crossed his arms over his chest. "No fur, you look much better."

"Thanks…" Hank said, smiling and looking up from the floor. "I feel better too, but I don't think I'll ever be able to get rid of these." He said opening his mouth and pointing at his sharp fangs.

"What kind of progress are you making on this thing?" Fury asked turning to look at one of the screens and making a funny face. "How close are we to being in the clear on this thing?"

"We're closer today than we were yesterday." Hank said walking over to the screen and pointing at something flashing. "To say anything more than that would be entirely too optimistic and incorrect. I want you to look at this right here…" Hank told Fury.

Fury bent over closer and watched as the blinking image started to move when Hank pushed a button. "Now this is the virus, watch as the antibodies enter the same blood source… look at what's happening."

Fury watched as the red blood cells were attacked by the white virus. When the yellow antibodies entered the sample they attacked the white objects, but something happened that Fury didn't expect. The white and yellow objects joined together to attack the red blood cells with… fury."

Fury stood up and shook his head. "Just keep me informed if there's any new breakthrough or discovery."

Hank nodded his head as Fury turned around and walked out of the room, leaving Hank alone in his lab.

Hank watched the man leave and then pushed a button on his computer. Another simulation popped up. This one showed the yellow antibodies attacking and killing the virus. Hank knew what Fury wanted and Hank would not give the man what he wanted.

Hank knew that some in the government wanted mutants gone and this virus… where ever it came from was the tool that they were going to use.

* * *

><p>Alex pulled back his shoulder length hair and tied it into a small pony tail. He didn't want it to get in his face while he was sneaking around the complex. He left Colossus, Phase, Charger, and Blink back in the forest, telling them that he was the best one to go scout the perimeter.<p>

When arguments broke out, Alex smiled and said that if anyone saw him, he could wipe their minds. There wasn't much argument left in them and Alex floated down the hill side and made his way.

Alex was wearing his uniform from the future, he felt like it fit the type of mission since he wanted to blend in with the night. Crouching down next to the fence, he picked up a stick and poked the metal wiring, watching the stick smoke.

Alex stood up and looked around him, but stopped when he heard something approaching him from behind. Alex was about to turn when a metal claw appeared at his eye level.

"And what do we have here…" A ruff voice said behind Alex.

"Wolverine?" Alex asked turning around as the claw withdraw back into his arm. "What on earth are you doing here?"

Alex looked at Wolverine and smiled. "Kid, what are you doing here?"

"I'm looking for my lost teammate… this is where…"

"Yeah… Cornelius is in there; Rose is a different story… you alone?"

"No, the rest of the team is coming down now."

"You getting better at that mental stuff, huh?" Wolverine said, slicing the metal fence behind Alex. Wolverine turned around as the rest of Alex's team walked out of the forest.

"Wolverine!" Colossus said walking up to the short man. "It's good to see you."

"Hey." He said to all four mutants. "Come on."

The six of them walked through the grounds and entered the complex. Every time a guard would catch them, Blink would throw something charged pink at them and they would disappear.

"What are you doing with them?" Wolverine asked after the five guards where gone.

Blink smiled as she walked past the man. "Thirty miles in any place but here."

Wolverine eyes went wide and he huffed. "Good girl."

"Shhh…" Phase said as he pushed a button to a door on the side of the wall. The group entered and looked around the huge room. There were hundreds of tubes filled with water and objects of various sizes floating in them.

"What is all this?" Charger asked as she walked up to one of the objects that looked like a small child.

Alex walked away from the rest of the group and looked at what looked like a teenage girl, but deformed. "He's cloning…" Alex said putting his hand on the tube. When Alex's hand made contact the eyes to the girl opened and Alex jumped back. "Head's up guys."

As soon as Alex said the words all the tubes exploded, spilling water everywhere. All the objects that could move jumped out of the tube and slowly made their way to the group in the center of the room. The ones that could not walked moved, anyway possible, to the group.

"What is this?" Blink shouted throwing a group of bone claws at some of the closest things and they blinked away.

"These are the good Dr.'s rejects." Sabertooth said appearing from a hole in the wall.

Wolverine looked over at the source of the voice and growled when Sabertooth made his way to the group. Some of the things that were walking started to gather around Sabertooth. "Aren't they cute…" He smiled as he moved his hand over the heads of the closet creatures.

"I'm sick of this!" Wolverine shouted as he popped his claws and jumped at Sabertooth, both hitting the floor hard.

"Let's do this, X-Men!" Alex said as he took to the air.

Colossus charged into a small group of little monsters and started throwing them around, punching and kicking.

Blink jumped into the air, flipping and throwing more small bone objects at some of the monsters below her, making them disappear and causing her to land in a clear area. She kicked and punched as others started to replace the ones that she made disappear.

Charger pulled some cards out of her pocket and charged them up before throwing them at a group of monsters that were charging towards her. When they exploded, Phase ran through the girl, phased and into a small group of monsters that replaced that group, phasing and un-phasing so he could kick and punch, then avoid being punched.

Alex watched the fight from above; blast some of the monsters with his powers and throwing others away from his teammates. He was paying so much attention to the group below he didn't noticed the girl that he had saw in the tube, crawling up the wall and above him.

The girl dropped down and landed on Alex, surprising him and both crashing to the ground below.

"Alex!" Peter shouted, but he couldn't get a clear view of the man due to the over whelming odds.

With a blast of telepathic powers, the girl flew off Alex and up into the air. The girl flew back down, but Alex waved his hand and the girl crashed into the far wall. Alex noticed that his jacket was smoking and looked down at it. Where the girl had touched him there were hand prints that were smoking. "Don't let them touch you!" Alex shouted to the group. "I think their skin is acidic."

"Get away from me!" Charger shouted as she picked up some nuts and bolts, charged them and threw them.

Peter punched another one of the monsters and made his way to Alex, looking over him. "Are you okay?"

"Peter, not know." Alex said throwing his hand a making a monster flew back. "You can't be on his team if you can't follow orders!" Alex shouted and flew into the air.

Colossus narrowed his eyes and shook his head. A little monster dove at him, but he grabbed the things neck and threw it as hard as he could at a wall, hearing a crunch, he turned to attack another group of monsters.

"They don't seem to be too—" Blink was saying, but stopped when a group of the monsters stopped and started growling. 'What on… ah! Ewww!" She yelled as all the little monsters around her popped claws out of their wrist. "What are these things!"

"Just like Sabertooth said… they are the rejects…" A voice in the darkness said. Alex turned his attention to it and gasped. A monster walked out of the darkness, something so horribly mutated that he didn't even look human anymore.

"Cornelius?" Alex said.

Wolverine slashed at Sabertooth's throat and the big man grabbed it, blood falling over his hands. He feel to his knees as Wolverine took and feel steps closer, pulling his claws back into his hands. "You're not even worth it." Wolverine kicked him in the chest and the bleeding man closed his eyes.

"What did you do with the girl!" Wolverine asked stepping over Sabertooth and walking closer to the doctor.

"Ahh… the girl, yes... she was a very good… finale."

"What is that supposed to mean!" Alex said floating down and blocking Wolverine from the man.

"Creating life out of nothing is something beyond me… But improving life is something that I have gotten very good at." Cornelius took a step closer to the young man, his six arms moving in all different directions. "Sadly, the girl was something else, so I decided to test her DNA on myself…"

Cornelius popped five claws from each hand and smiled. "I wonder what your DNA would do?"

"Where is she?" Alex asked again, this time fire erupting around him.

"You think that can stop me?" The man said as he lunged at Alex.

Before Alex could react, Cornelius had two of his hands wrapped around Alex's throat, two more forcing Alex's arms to his side and the other two hitting him over and over again. So much was happening at once, Alex couldn't focus enough to stop the man.

Wolverine tried to reach him, but he was overrun by a small group of feral little monsters. He yelled as he stabbed and kicked, but it was no use, there was too many of them.

"Alex!" Colossus yelled throwing a monster into a group of them and making his way to his boyfriend, but more of the monsters made their way.

Alex's face was turning blue as Cornelius smiled. "I'm pretty sure you don't even know… after all you would have been the prize experiment… The girl is too perfect... how did they do it!"

Alex tried to shake his head and fight back, but he couldn't move. Cornelius laughed and opened his mouth to say something, but he jerked and then his eyes rolled up into his head.

Alex fell out of the man's grip and started coughing, throwing his hands to his throat. He looked up at the man as he slid down and saw a naked Rose standing behind him. Her fist was covered in blood and her claws shined in the light, red and shiny.

"What… did he… do to you?" Alex asked as the metal claws slowly withdrew into Rose's hand. Her eyes were big and shiny, she was wet and her hair had grown to a length to cover her breast.

Wolverine killed the rest of the monsters around him and quickly made his way to the girl. Alex stood, still coughing but took his jacket off, handed it to Wolverine who draped it over the girl.

She looked up at him and then started to cry. Tears flowed down her checks as Wolverine grabbed her and she cried into his chest.

"Shh… it's okay girl…" Wolverine said, patting her on the back. "Let it all out… Just cry it out."

"Rose…" Alex said. He watched as the rest of his group slowly gathered around them, all the little monster's dead. Everyone looked sad as they watched their friend cry.

"He took me… he…" Rose said through sobs.

"You don't have to say anything darlin' you're goin' be fine."

Everyone just watched for a bit and then Alex looked at Blink and nodded.

"Let's go everyone… we're getting out of this hell hole." Alex said as Blink blinked the entire group away.

* * *

><p>3 Weeks After the X-Men Disbandment:<p>

Wanda Maximoff was lying in bed looking up at the ceiling. She couldn't believe that the Ultimate's had ordered her to bed rest.

Nick Fury had told her that after the first time her powers went out of whack he thought it best to bench her, but didn't. Then when Magneto was about to escape her powers, once again acted out of control, he still did not bench her.

But this time… She was in the middle of a meeting with some of the most important people in the world when her powers yet again went out of whack and she teleported some of the world's most power leaders all over the world.

All had been found but one and one of the people that were found was in pieces, yet still alive. Fury was furious about that one, although Wanda found it slightly comical.

She smiled as she laid there.

"This is not funny, Maximoff." A man said from the shadows.

"Who are you?" Wanda said rolling around in the bed so she was laying perpendicular with it.

"I'm the Sorcerer Supreme."

Wanda pushed herself off the bed and sat in a cross legged position. "And?"

The man wasn't fazed by the fact that Wanda did not know him, in fact, he smiled. "I See your powers are taking effect of your mental state."

That caught Wanda off guard. She had never suspected her mental state was going downhill, but she smiled, thinking that it made sense.

Never before would she had thought that a man disappearing and reappearing in many pieces and not be dead was funny. "What's your point?"

"I want to train you, Wanda." The man said.

"In what?"

"Chaos Magic." The man waved a hand and a book appeared in front of him, he began to read, "Like fire he will rise and Magic will enter the world once again." The book closed and the man looked at her. "If you don't learn to control your powers, they will control you."

"Pass." Wanda said waving a hand and without realizing it the man was gone. She quickly jumped of the bed and looked around the dark room. She didn't know if she had pushed him away with her powers or if he left on his own, maybe she would never know.

She knew one thing; she didn't care.

* * *

><p>Emma Frost looked in the mirror and smiled at what she saw. "You know, I could really get used to this body." She said as she messed with her hair and finally sprayed it all in one place.<p>

She stood and walked over to the closet and opened the huge double doors and walked in. Walking to the back of the room she moved some jackets and pushed a side of the wall which turned out to be a button.

The mirror that she was looking to disappeared and she walked into another dark room and towards some steps. Walking down the steps she began to hum and he soft smiled deepened and turned hard, almost forced.

"Frost." A voice rang out.

"Shaw." Emma said as she walked into a huge room at the end of the steps. "I almost forgot how handsome you were." Emma said smiling as she placed a hand on the huge man's chest.

"Later, dear." Shaw said as he walked away from the woman and to a screen that appeared to be showing him images of Emma's School. "You still have everything we need?"

"Yes." Emma said. "Havok and Polaris are training a group right now. I think they will be perfect for what's to come."

"Good." Shaw said as he turned away from the screen and looked at Emma in the eyes. "Cordelia, why not take away that disguise and show me the real you."

"Shaw." Emma said as her body began to shift. She still looked like Emma, but was taller, older, more refined. "That body is so useful at times."

Shaw leaned down and kissed the woman. "It may be useful, but it's not yours."

"Shaw, you do know the right words to say sometimes."

"And what of Emma?"

"I may hate her with my very soul, but she is my sister. I will not kill her. I have nothing to gain from it." Cordelia said looking away from Shaw and at the computer screen where she was watching her little hellions practice their abilities.

"It has to be done sooner or later." Shaw said looking at the screen. "With the death of Xavier it puts our plans in jeopardy."

"You will have your army Shaw, and Phoenix." Cordelia paused and looked at the man. "Let me deal with my sister."

"Fair enough." Shaw said and leaned down to kiss the woman one more time. She giggled as he picked her up and the two made their way to their private bedroom in the dungeon under the school.

* * *

><p>Ororo walked down a side street and bent over to look at something she saw shining in the sunlight. It was red and round. As she drew closer she noticed that the shape changed and it was now a flat disk.<p>

Ororo grabbed it and pushed the top of the disk, it glowed red for a moment and then an image of a woman appeared hovering over it. It was some form of a hologram and it appeared to be moving and talking, but Ororo couldn't hear anything.

The light around her disappeared and Ororo found herself in total darkness.

"Hello?" She said to no body as she took her eyes away from her hands and looked around. She felt something watching her, but it felt like the eyes were all around her. "Hello?" She said a little higher and with more panic entering her voice.

"Is anyone there?" Ororo yelled, but no one answered her.

"You are foolish, Ororo…" A voice finally said all around her.

"No…" Ororo whispered.

"Yes… I finally found you again…" The voice laughed. "It's coming Ororo… the war is coming… The Shadow –"

"No!" Ororo screamed as she shot out of her bed, breathing hard. Ororo looked around the room and realized she was dreaming. She quickly jumped out of bed and started pacing the room, trying to get her breathing under control.

Ororo walked to her small desk and opened her lap top, booting it on. She watched as all the screens danced across the screen telling her that the computer was telling her that it was booting up. She immediately went to her online mail box and looked at the unanswered e-mails; one from Kitty, two from Alex, and one from Bobby.

Ororo smiled and said to herself, "I'll answer those later… I want to write this down…" Ororo moved her mouse to a folder on her desktop and double clicked. The folder opened up and she went to the file she was looking for.

"The Shadow King… by Ororo Munroe…" Ororo read aloud. The woman went to typing when a knock at the door stopped her. She sighed and stood from the desk. "Hang on… I'm coming… I said I'm coming!" Ororo shouted as the knocks grew louder and louder.

Ororo opened the door and came face to face with Bishop. She smiled at him, but quickly narrowed her eyes. "Bishop." She said simply.

"The world needs X-Men, young lady." Bishop said, standing in her door way and looking like he was talking to a child. "And I need you to help me find them."

* * *

><p>Somewhere in Lower Manhattan a mutant with three faces was running for his life. He quickly turned the corner to enter a smaller ally and stopped, bent over, breathing harder.<p>

"No… no…" He yelled, grabbing his side and breathing harder. "This isn't right… this isn't fair!" The mutant said with all three voices and started running again.

He came to a stop when he turned the corner and came face to face with a robot. The mutant screamed as he tried to turn away, but someone grabbed him from behind. The mutant yelled louder as the man pushed him harder to the ground.

The mutant looked up and saw who pushed him. It was a tall man wearing a brown trench coat. He had thick white eyebrows, white hair and a white goatee.

"What do you want with me!" The mutant yelled.

The man waved a hand and the mutant turned around to see the robot raise a hand.

"A sentinel…" The mutant said looking at the human sized robot. "No!" He tried to run again, but it was too late, the sentinel let a powerful blast of energy from his palm and hit the mutant in the back.

"This is beyond Sentinel's, creature."

The man looked down with no emotion and put his hands in his pockets.

"We need to work on the timing." He said to no one. "The reflexives seem to be better; it seems we can start the final tests…"

* * *

><p>"No!" A man roared at Alison. "Do it again!"<p>

Alison looked at the man and narrowed her eyes at him. "Look punk, I don't have to take this from you i-"

"Listen, sweetheart." A deep voiced talked over to Alison. "I don't know how new you are, but it would really go easier for all of us if you just shut up and listened."

Alison gaped at the man as she pushed her sun glasses down past her noise and looked up. This guy was huge. No… Michael was huge, this was a juggernaut. "And who are you?"

"The names Juggernaut." Juggernaut said with a smile.

"My name is –"

"Alison Blair." The man smiled. "I loved your last album."

Alison almost blushed, but stopped. What was getting into her. She had had fans before, but none so… big.

"Break time!" The man roared.

"Wanna grab something to eat?" Alison asked.

"Sure… call me Cain."

"Cain… I like it." Alison said as the two walked down a hall and into the mess hall. Cain went to go grab some food while Alison decided she wanted to wash her face before eating.

She was humming to herself when she looked in the mirror and turned the water one. Looking down from the mirror she didn't notice that someone else was in the bathroom with her.

"Hello Alison." The woman behind her said.

"Wha?!" Alison almost yelled with surprised. Alison turned around and looked at the woman. "You look familiar."

"I should." The woman smiled. "I told you to shut up a few days ago."

Alison looked at the woman with confusion in her eyes and then suddenly remembered. "Oh yeah… You were that –"

Alison didn't even have time to scream as something rushed out of the woman's face and slammed into Alison's face. Alison hit the floor hard and the other woman collapsed on top of her. A few moments later Alison pushed the woman off of her and pushed herself up, looking at the floor.

"That always hurts…" Alison said. Alison stood up and looked into the mirror smiling. "Hello Alison." Alison ran a hand through her hair. "Grease." Touched all her piercings. "Holes." And finally looked at her clothes. "Pig."

Finally the woman looked at herself closer in the mirror and looked at the roots of her hair. "Aw, so it looks like you dye your hair black, well that's a plus." Turning around she kicked the woman lying on the floor hard and bent down and twisted the woman's neck. "Useless human."

Standing up she fixed her shirt and then waking towards the door. "It's time for me to get a tall drink of water." Alison said as she pushed the door open and made her way through the mess hall looking at the huge man that Alison had been taking to before.

"This will be fun."

* * *

><p>Alex and Peter were talking to each other quietly in the lobby of a high-rise. After Alex's group of X-Men saved Rose from her captors the group decided to trek to Chicago for some much needed R and R.<p>

Alex was a little annoyed that Peter had suggested Chicago of all places, but this was not the reason way they were… debating now. Alex refused to say that the two were arguing; they only discussed.

Peter on the other hand.

"No. It's wrong." Peter said.

"It's our only option." Alex said smiling at the big man. Alex stole a look at the rest of his group. Anna and Michael were too busy looking at the people and the surrounding area to notice that anything was amiss while Clarice was quietly talking Rose.

Wolverine had ditched the group after Rose was rescued, he said he had some "stuff to handle" and Alex didn't want to push him.

What Peter and Alex were… discussing… not arguing, at this moment was whether or not if they should rent the pent house in this building. "I told you Peter, I've got a job lined up already and we can pay for it, not just yet."

"Then way can't it wait?" Peter said.

"Because I have a friend that was kidnapped for weeks and had metal forcefully injected into her and I don't want her living on the streets!" Alex said a little more forcefully than he meant.

Peter didn't say anything and just let his arms fall to his side. He didn't know what to say and didn't want to say anything.

Alex was right.

A short time later the group made their way up to the top of the forty-story building and waited for the doors of the elevator to open.

The doors opened with a bing and Alex walked out, still a little upset at Peter. As the group walked down the hall they came to the huge central living room with a whole wall of windows overlooking the city.

"Wow." Alex said.

"This is ama-" Anna started to say but was cut off with a flash of light.

The group all closed their eyes or moved away from the light as it grew brighter and more dense.

"Piort!" A little girl screamed throughout the air.

"Illyana?" Peter gasped out loud, looking into the light. "Illyana!"

"Peter!" Alex warned. "Peter, it could be a trap."

And as if the light could understand what Alex was saying it was gone and in its place was a teenage girl.

"Illyana?" Peter said confused. Peter turned to look at his friends and then back at the girl that was standing in front of them.

"Peter." Alex warned again. "Let me scan her."

"Peter!" Illyana yelled as she ran to her older brother. "Peter!" She started to cry as she tripped into his arms. "I was so scared!"

"It's her…" Alex said, stunned. "I don't understand it, but it's actually her."

"My god…" Anna said.

Peter wrapped his arms around the girl and both slowly slid down to the floor. "My little snowflake… Illyana." Tears filled his eyes as he rocked back and forth with his sister.

* * *

><p>Six Weeks after the X-Men Disbandment:<p>

Sinister walked back and forth in his underground lab. Oh, how he hated being stuck down there in the dark, alone most of the time, except with his… creations.

He had to wait his time.

Ever since he found out the true intentions of his… master he had planned the seeds of his own plans.

Sinister almost laughed to himself when he remembered not too long ago how he received a cryptic message from someone…

It was soon after that that Sinister decided to experiment on himself. First the alteration of his gene's to make him faster, stronger… smarter.

Then came the clones.

First the rats, then the cats, next was the monkeys, and finally a random mutant that Sinister picked up off the street. Sinister didn't know who the man was nor did he care… all he knew was that the mutant was special and Sinister could use that.

After Sinister perfected the cloning on his gambit and decided to clone himself. His first try was a poor pathetic excuse of a human being and was sitting in a jail rotting.

But the others… Oh the others were wonderful.

Sinister smiled to himself again.

He would do anything to achieve his goals. Anything.

And no Apocalypse would stop him.


	38. Issue 83

Ultimate X-Men:

Issue 83

Destiny Coming Part 1

"They're here now." Blindfold said to the dark room. "I saw them in a vision." Blindfold took a step forward.

Jean gasped as she shot her eyes open and looked into the dark. She rolled over in her bed and saw the girl that had woken her up. Blindfold, one of the new students that Scott had enrolled into the school.

Jean was still fascinated by the girl's powers. The ability to see the future. Sadly, the powers made her blind and speak in some kind of fragmented speech.

"Honey…" Jean said getting out of the bed and walking to the young girl. "You need to get some sleep."

"They're hiding. Or perhaps they're invisible." Blindfold said taking a few steps away from Jean as she approached. "But I still saw them. Right here with us. Waiting for their time."

"Blindfold…" Jean said reaching out for the girl.

"When that time comes, one of them hurts us. Hurts us so badly… But I don't know which. And I don't know when!" Blindfold started to sound frantic.

"Blindfold, calm down." Jean said reaching out for the girl and walking her down the hall.

"It's so good at hiding…" Blindfold paused. "If we let it happen, then it never stops happening and… and… Oh god! It all goes away! It all just goes away!"

* * *

><p>"Oh god! It all goes away! It all just goes away!" Destiny yelled as she fell back into her chair.<p>

"Destiny! Destiny!" A teenage boy was shaking the woman and yelling at her. The woman slowly opened her eyes and rolled her head. She was looking at the young man but not looking at him.

Julian, a.k.a Hellion. Member of Destiny's Brother of Mutants. She knew who he was, she just needed to focus.

Focus, Destiny! Destiny's eyes snapped open and she quickly stood up, knocking Hellion to the ground.

"What happened?" A deep voice said from the other side of the room.

"Rockslide." Destiny said reaffirming herself. "I have had a vision of the future."

"What did you see?" A young girl with light blue hair seemed to appear out of the shadows.

"Surge." Destiny said. How she hated the fact that she had to do this almost every time she had a vision. The one and only time that she met Xavier he told her that she would have to do this until she gained a stronger hold on her mutant ability. That was years ago, and still nothing had changed.

"I think I saw the end." Destiny said as she looked at the rest of the mutants that she had gathered around her. Hellion, Rockslide, Surge, Dust, and Pixie.

All mutants that were special in their own right, all mutants that she had gathered because of a vision that she had had. The vision hit her like a ton of bricks; it had just so happened that the vision happened at the same time Xavier had died.

Heaven help her, she hoped she was wrong about this future.

"What's the plan?" Pixie said in her too soft voice, her glittery pixie wings shinning in the soft moonlight.

"I say we go and knock some heads together!" Rockslide said with a loud gruff and smashing his rock fists together.

"Quite!" Hellion waved at the group.

"I think…" Destiny began as she looked around the room. "I think it's time to claim my cousin from the ranks of the Xavier school."

* * *

><p>Bishop lay in bed, eyes opened wide. He still couldn't believe that he was in this time, doing these things. With Legends.<p>

Although now they didn't seem like Legends nor did they act like it and that bothered him to his core.

Bishop had just had a dream, a strange dream. A dream that he didn't think he would have since coming here. It was of his last battle. Wolverine – no, Cable leading them; Wolverine had already taken Cable's identity.

And it was a total disaster.

The first wave of the enemies seemed to be expecting them and wiped out the first line of the attack. The next line, the line he was part of was also pretty much destroyed. He and his sister were the only ones that survived.

Bishop's eyes teared up at the thought of his sister. He would never see her again… that is if she were even alive.

He needed this plan to work. Cable had better know what he is doing.

"Bishop." Storm called from beyond the door.

Bishop sighed and got up. It seemed to be time to enact phase two of the plan. Gather the most powerful X-Men… Ever.

"Coming Storm." Bishop said getting out of the bed and walking towards the door. Opening it and looking down at the girl and sighed again and waved her to follow him. "We have to go to Genosha."

Storm stopped walking. "Excuse me?"

"Someone we need is there."

"But Genosha is like –" Storm began and quickly caught up to the retreating Bishop.

"Is a paradise compared to my time." Bishop stopped and pointed at his wrist. "Don't worry. With this we will be in and out before anyone knows what's going on."

"Fine." Storm said crossing her arms under her chest. "But who do we need there?"

Bishop just smiled at the woman and pushed a button on the side of his transportation device. "We need an Exodus plan." The device blinked and a bright blue light appeared behind Bishop. Storm just looked at the man as he disappeared into the light and finally jumped into the air to fly through the portal.

* * *

><p>Alex walked out into the sunlight and looked up at the sky. He couldn't believe he was in Chicago of all places. He couldn't believe what he was doing for that matter. As for thinking about believing in things; that fact that Illyana just appeared in front of them two weeks ago was just a hint of some of the things he was worried about.<p>

Two weeks ago!

It had been two weeks since he and his team saved Rose and she was still trying to adjust to her new life. Alex didn't think it was going very well.

Illyana on the other hand, she was adjusting well, too well. Not only did the girl appear to have aged ten years she had also developed mutant powers, so far the only thing Alex could gather was that Illyana could teleport via some form of light disk she made appear.

To make matters worse, Kurt showed up a week after Illyana!

Nightcrawler of people. But for some reason, Alex wasn't surprised; it was almost like something inside of him told him that this was the right path.

The rest of the team had mixed emotions about Nightcrawler being there, but when Alex pointed out that his mental scan didn't bring any warning signs up the group seemed to be okay with it.

Sometime it all seemed to just easy for Alex. He wondered if the others thought so too.

Illyana and Nightcrawler both seemed to be fine. Well beyond fine. It almost bothered Alex that the two most damaged people seemed to be doing, just… fine.

Rose on the other hand was far from okay, but she was getting there. Corlinus had somehow bounded the same metal to Rose that he bounded to Logan so long ago and Rose was not taking it very well.

Alex had never seen his friend like this, she was always so calm and controlled and now it seemed that… she just wasn't adjusting very well.

And why should she? She was basically molested to the very core of her being.

Alex sighed as he walked down the side walk and looked at his feet, not paying attention to the people he passed.

Michael and Anna decided that they wanted to travel the United States while the X-Men were disbanded; they wanted to take in the sights while they were still there.

He shook it off as he fixed the jacket to his suit. Clutching his briefcase he made his way down the street to his office building.

During the first week in the city, Alex decided that he needed a job. He knew it was unethical, but he wasn't trained for anything. So he used his mental abilities to study the stock market. He felt like it wasn't anything too major, but when he predicted the fall of a certain company in a job interview he was laughed out.

But two days later, the company announced that they were closing their doors and Alex got a call back. Peter wasn't happy that Alex was using his abilities to make money, but didn't say much about it.

How could he? He was living in one of the best penthouses in the downtown Chicago area with him, Alex, Blink, Illyana, Kurt, and Rose. Peter tried to keep his simple life by working in construction. Of course, Alex didn't mind, it kept his boyfriend young.

Of course, there was a reason why Alex had picked this company and this time to get a job. He had his own mission.

Alex walked into the doors to his office building, mentally noting that he was projecting the correct age and appearance.

"Hi, Mr. Worless." A woman at the counter said as Alex walked past her. Alex smiled and nodded as he made his way to the elevator. Pushing the button to go up, he walked into the room and pushed the button to the top floor.

The doors opened and he walked out into the waiting area. Another woman was sitting behind a counter, talking on the phone. She waved at Alex as he walked past the desk and made his way down the hall.

Exchanging tiny greetings with people as he passed, he walked into a corner office and dropped off his suitcase and jacket. He quickly left his office and walked further down the hall to come to a conference room with walls of glass. He took a deep breath and opened the door.

"Sorry I'm late, gentlemen." Alex said with a deeper voice as he walked into the room and made his way towards the head of the table and smiled at an older blond man sitting at the head. "Mr. Warrington." Alex smiled and nodded as he took his seat next to the CEO of Warrington Enterprises.

* * *

><p>"This place is a dump…" Ororo said looking around the smoke filled bar. Bishop smiled at her as he looked around the room. He was looking for one man… well, boy really. He couldn't be older then eighteen.<p>

"I don't think it should matter where you come from Ororo." Bishop said as they walked deeper into the underground bar.

Storm narrowed her eyes at the comment. That's not what she meant and he knew that. Storm was just about to say as much when Bishop put up a hand.

Storm stopped in her tracks and almost took a defensive position. She wasn't expecting that single. It was something the X-Men learned in their first week of training.

Danger.

"What's up?" Storm said looking around the room without moving her head.

"I think…" Bishop didn't even have time to finish his thought when the underground bar exploded.

Storm just had enough time to throw he hands up to summon hurricane force winds to throw the two mutants out of the fire. Outside Storm quickly got to her feet and looked at the burning building and released that it wasn't the only building on fire. The entire block seemed to be burning.

"What's happening?" Storm yelled over to roar of the fire and more explosions that were going off.

"No…" Bishop said looking around. "This is too soon. This shouldn't be happening yet."

Storm took to the air. "What's going on Bishop?"

"Storm! No!" Bishop warned but it was too late. A net that was glowing shot out of the air and wrapped around the woman. It began to pulse and Storm screamed as electricity poured into her.

"Bishop!" The young mutant yelled in pain.

Bishop jumped away from the woman and looked around the street that they were in. It was then that he realized that they were not alone. Other people were running around, screaming, yelling, and fighting.

The Civil War had begun.

Another net shot out of somewhere and wrapped itself around Bishop. The man smiled as the electricity poured into him, but instead of causing him pain, he gave him power.

"So much…" Bishop moaned as he soaked it in.

"What the hell?" A man said as he walked out of the bushes and shot another net at the man. "Men. We got an energy absorber over here." The man waved at a group of men coming out of the bushes. "You know what to do."

The group of men all shot nets at Bishop who begin to look a little strained. Bishop moaned as he realized what the other men were doing. By this point he had so many nets wrapped around him he couldn't even lift his arms to attack.

"No…" Bishop moaned as he did the only thing he could do.

He let go.

The men coming up around the mutant suddenly realized what was happening. "He doesn't need to focus on a point to release his –" But it was too late. Bishop exploded with energy and the six men around him disappeared in the power.

Another group of men came out of the bushes and saw Bishop fall to the ground. "The General will not be pleased with this."

"We have taken over half the city." Another man said. "The island is ours."

One of the men picked up Storm and adjusted the new weight over his shoulder. "I think he will like the added mutants to his collection."

"They will be useful when the time comes to rebuild." The first man said, kicking Bishop. "You two, bring him with us." He said pointing at the two closest men. "The rest of us will make our way to the center of the city. The other groups should be coming as well."

* * *

><p>Jean was sitting in Xavier's old office looking at Scott who had taken the chain behind the desk. Jean was wearing a black shirt and blue jeans that she had found stashed away in the back of her closet.<p>

She couldn't believe that she had forgotten about them, they were her favorite pair and fit like a glove, plus they made Scott go wild.

"I'm telling you Scott, the girl scared me last night." Jean said crossing her knees.

"What was she doing out of bed?" Scott asked.

"Scott, please." Jean waved a hand at the man. "They are teenagers, not monks. But that's not the point. It's what she said."

Scott just looked at the woman and she growled at him. The man had changed since disbanding the X-Men and forming the school into an actual school.

How she longed to be out there fighting again, anything to get away from this place and Lilandra. How that woman was getting on her nerves.

"Scott, she was talking about something hiding and then nothing."

"Jean, Blindfold speaks in riddles, it really could be just about anything."

"I know, but it was just… She was talking nonsense, I know this."

"Really?" Scott said with a sigh pushing himself out of the chair and made his way to Jean. "I think you're just worried in general."

"That too…" Jean sighed. "You could be right." Jean paused as Scott bent over and look at Jean in the eyes. "It's just… she said we would be attacked."

"I don't think—" A huge explosion stopped the man from talking.

Scott sighed again and rolled his eyes, not knowing if they were actually being attacked or if one of the students had lost control of their powers like last time.

"Thank God we have Liandra's money… I don't know how long this school would last." Scott said as he walked to the door to his office and opened it to screams.

"Scott… I don't think…" Before Jean could say anything else she watched as Scott was picked up and thrown out of the room and down the hall. "Scott!" Jean yelled as she jumped out of the chair and ran to the doorway.

When she got there it was pure pandemonium. She saw as students were running every which way, some crying in the corners, while others just causing more confusion.

"What is going on?" Jean yelled at one of the students as they ran past her. She narrowed her eyes as they ignored her and continued to run down the hall.

Jean had no other time to think as she saw a young woman with pink hair appear out of nowhere, grab a few students and then disappeared again.

"Hey!" Jean yelled as she made her way to the spot that the girl had disappeared in.

"Wrong move, sister." Jean heard a man say behind her. Without warning she felt herself being lifted up into the air and being thrown much the same way that Scott had been picked up, but unlike Scott, Jean knew what was happening.

"Boy, I don't know who you are, but you are messing with the wrong woman." Jean said as she stopped herself from flying through the air, turned herself around and pushed herself off the wall right back in the direction that she had come in.

It was there that she saw who was causing must of the problems. A teenager, no more than fifteen or sixteen. He was a telekinetic like herself.

"The name's Hellion!" He yelled at the woman as he dove away from her. Something Jean wasn't expecting and she crashed into the wall that he had been standing in front of.

"One down. Three more to go." Hellion said as he looked down at Jean and quickly made his way down the hall.

* * *

><p>On the other side of the mansion Rogue and Bobby had just as little time to react as Scott and Jean had when it all happened.<p>

Bobby was sitting on his bed thinking about what he was going to do tomorrow when Rogue walked in wanting to grab some paper for a note she was writing.

That's when the crap hit the fan.

A girl with pink hair and pixie wings had teleported right into the middle of the room.

"Whoops…" She giggled as she punched at Bobby and disappeared.

"Bobby!" Rogue yelled as she reached down to help him up. "What was that…"

"Anyone get the dial on that thing." Bobby said as he slowly got to his feet.

An explosion rocked Bobby's room and both teenagers fell to the ground, Rogue on top of Bobby.

"Well, if I didn't know any better, I thought you would of wanted to –" Bobby coughed as Rogue punched him in the gut.

"Shut it Bobby. I think we're under attack!" Rogue said getting to her feet.

Sand and dust slowly started swirling around them and then suddenly a girl appeared. She was dressed in all black from head to foot and everything was covered but her eyes.

"That would be correct." The woman said as she turned back into dust and swirled around the two some more before leaving.

"What's going on?" Bobby yelled into the air.

There was a gust of wind and the closed door to Bobby's room burst open with a force of electric energy and a small sonic boom.

"Come on!" Rogue said as she ran out of the room and saw students running around all over the place. The pink haired mutant teleporting in and out of the hall gathering students and others screaming in pain or fear.

"Hey! Stop that!" Rogue said as she made her way over to one of the area's that the girl had teleported out of.

"Rogue…" Bobby warned as he stepped out into the hall, but it was too late. Bobby watched as Rouge was hit in the body by two huge rock formations that looked like fist. "Rouge!"

"You should have listened to the boy toy." Rockslide said as he stomped into the hall. "This is gonna be fun."

"Remember…" Bobby watched as a taller, older woman appeared out of the dust that was still swirling around all over the place. "We need to get the girl and leave; I do not want anyone being overly hurt.

"Who the hell are you?" Bobby yelled icing up his body.

The woman smiled at Bobby. "Young Bobby; I'm your Destiny."

* * *

><p>Kurt lay in bed thinking. A part of him wasn't too sure why he was here, but another part of him told him that it was okay. Alex could make anything better.<p>

Why am I thinking like that? Kurt asked himself. Kurt jumped off the bed and made his way out of his room and down the hall. Never before had he been in a place like this. He lived in the mansion, true, but that was more… old. This was all new.

Kurt heard the TV on in the living room and decided to make his way there. He was thankful that Blink was still there. She was the only one that didn't treat him like a freak. It was true that Alex didn't, but there was something in his eyes that bothered Kurt.

Rose was pretty much out of commission and Illyana freaked him.

Blink was the only one that wasn't there when he went crazy.

He couldn't be at fault. It was only a matter of time before he snapped. After his programming with Weapon X, Angel leaving, Peter lying to him… it was all just too much.

No. I can't think like that. It's all behind me now.

"Hi, Blink." Kurt said as he jumped into the room and landed on the couch that Rose was sitting in. "Sorry!" Kurt said as he quickly teleported away and into the corner. "I didn't mean to –"

"Kurt." Clarice said getting out of the chair. "Nothing happened." Clarice looked at Rose and then sighed. "I don't think she even noticed."

Kurt visible loosened up. "Thank goodness." He sighed and walked away from the corner and towards an empty chair. "Sometimes I just don't know."

"About?"

"Anything." Illyana said as she walked into the room.

"Illyana." Kurt said as he watched the girl enter the room. It was strange to meet a little girl no more than eight one week and then a few months later she was older then you.

"The feeling that you are completely alone when you are surrounded by those that love you…" Illyana said, and then suddenly she gave off a small laugh. "You noticed they leave the damaged X-Men at home…"

Kurt opened his mouth to say something but then stopped. It was true. Everyone was out and doing things but the most damaged of the team was stuck at home… doing nothing.

Worthless.

Kurt sighed and took a seat. "So what's on the tube?"

Illyana shrugged as she smiled at the group and sat on the floor to watch whatever day time program was on.

This is what bothers me about her. Kurt thought. She doesn't seem effected in the less about being kidnapped and aging almost ten years. If anything she seemed… bitter.

* * *

><p>Alex walked out of his office building and walked down the street. It had been a long day and he was ready for a nice long rest.<p>

Loosening his tie, Alex crossed a busy street and ran straight into a woman looking up into the sky.

"Sorry!" Alex said looking at the woman.

Alex narrowed his eyes as he took in the very tall and slender woman. Something about her was off. She had long black hair, pale skin and eyes so deep Alex thought he could look into them forever.

The woman finally lowered her gaze and looked into Alex's eyes. Alex gasped as he felt something cold stab straight into his soul and just as quickly the feeling was gone.

"Nothing." The woman said as she walked away from Alex and crossed the street he had just come from.

Alex felt dazed for a few minutes and finally shaking his head he continued down the side walk as if nothing had happened. As if he didn't even remember something had happened.

* * *

><p>"And the winner is, Dazzler!" The announcer announced over the intercom.<p>

Dazzler jumped up onto the platform and threw her fist into the air. "YEAH!" She roared. Light exploding around her.

The crowd loved her.

Dazzler had gone through some changes in the last few weeks. She bleached her hair out to its natural color and then added some pink, orange, blue, and green highlights. She also stared to grow her hair out; it was now shoulder length.

Dazzler turned and yelled again, more light exploding around her and more screams of joy from the crowd. She was wearing a dark blue skin tight battle suit that showed off every single one of her curves.

Dazzler smiled at all the attention she was getting.

She finally jumped down when the announcer announced a new group of people coming into the ring.

"And now for the team rounds!" A group of teenage mutants, slightly younger then Dazzler was walking out of a dark tunnel, the same tunnel Dazzler was walking towards.

"We have the ever powerful, Magma!" Dazzler nodded at the girl covered in fire. "Mirage!" Dazzler held up her hand and the Native American girl slapped her hand into Dazzler's both smiling.

"And finally; Rusty and Skids!" Dazzler waved at the two mutants as she walked into the tunnel and smiled up at the big man waiting for her.

"You did great." Cain said as he held out his hands and Dazzler jumped into them.

"Thanks honey!" Dazzler said as Cain lifted her off the ground and placed the girl on his shoulder and they began to walk down the hall.

"It was too close." A third man joined them.

"Ah, Gambit…" Dazzler said smiling down at the man. "You need to change that name by the way, it was perfect. I had it all planned out."

Gambit smiled at the woman and Cain just looked at the man. Something bothered him about Gambit. He looked too much like the other boy, Remy, but didn't act anything like him.

Whereas Remy was older and childlike, Gambit was younger and more mature. Gambit waved the two off as he made his way down another tunnel.

"He bothers me." Cain said watching the man disappear.

"Me too." Dazzler said, but not in a worried tone, almost like a… interested tone. "Come on." Dazzler said, slightly kicking the man that was caring her. "You need to give me a celebration for my victory."

Cain laughed and began to walk down the hall again. "Oh I got something big surprised for you."

Dazzler giggle. "Oh I like'em big."

To be continued.


	39. Issue 84

Ultimate X-Men:

Issue 84

Destiny Coming Part 2

"Bishop!" The man rolled his head as he was trying to clear the fog that seemed to be surrounding his brain. "Bishop!" Storm was calling him.

"Bishop, wake up!" Bishop felt something kick him and he suddenly realized that he was sore. He was actually sore all over.

"How long?" He grunted as he tried to stand up but couldn't. He was chained up, but chained in such a way that his arms were behind him and locked to his feet. He couldn't move at all.

"I don't know… I just woke up myself." Storm said. Bishop tried to move, but couldn't. The only thing he knew was that Storm was behind him.

"Can't you use you powers?"

"No." Storm said simply. "There is a collar around our necks, I assume that these things are stopping us from using our powers."

"No…" Bishop moaned, closing his eyes. "This is happening all wrong."

"I'm not even from the future and I could have told you that." Storm said with a grunt.

A bang from the other end of the hall stopped the two from talking and then they could hear footsteps coming from the direction of the bang. Soon lights flooded the room and both Storm and Bishop had to close their eyes from the sudden brightness.

"You two will come with us." A man said as keys banged against the door and it opened. More men walked into the cell and picked up the two mutants. Storm, being lead out by two men and Bishop being dragged out.

"He wants to meet you."

"Who? Storm asked.

No one answered her as the two were forced out of the room and down a hall.

* * *

><p>Alex walked into his penthouse apartment, put his brief case next to the door and took off his shoes. He didn't know why he did that, it just felt like the right thing to do. He had to laugh at himself for that too.<p>

Alex sighed as he walked down the hall and heard that the television was on. Someone was home, well, someone besides Rose and Kurt, lately the girl didn't do anything and Kurt barely left his room. If it wasn't for Illyana, Rose most likely wouldn't even leave her room.

At first Alex didn't like Illyana talking to Rose, but Peter got the better of him and asked that they hang out. Illyana didn't want to leave the apartment and it did give something for Rose to look at, Alex guessed.

It had been Illyana's past time to drag Rose out of her room and sit the girl on the couch and watch television. Alex didn't think anything bad could come out of it, so Alex never really thought about it, but Alex needed to get a few answers out of that girl, well both of them really.

Alex made his way to his and Peter's room and took off his shirt. Without even looking around Alex threw the shirt in the corner of the room and made his way into the bathroom.

How he loved this bathroom. It was all white with black finish. At first Alex felt uncomfortable with the size, it was as big as his old bedroom at the mansion, but Peter reassured him that this place was different.

And it was.

Alex got the place because he was thinking about his entire team. There was him, Peter, Anna, Rose, Michael, Blink, and at the time Wolverine. Alex wanted to get them a big place and he had succeeded, with the help of his mental abilities. Which was a good thing because he wasn't expecting Illyana and Kurt… although that last part, something bothered him about that… he felt like he should remember but couldn't.

He didn't lie to Peter when he said he was getting a job and had one lined up. He had planned this for a very long time, in fact this was one of the things that Alex was told to do once he arrived in this time line.

Work for Warren Worthington II.

He lied to his team and he didn't like it, but it was all part of the mission. He and Blink had been told by Angel that he might have found a way to the past to try and fix things, and Angel thought that this was one of the things that needed to be fixed. His father's hands in making a new type of Sentinel during the war.

Alex turning the water on to the garden bathtub and watched it fill with clear water. He took of his pants, threw those to the side and jumped in.

He loved soaking his body in the hot water. He thought it had to do with the fact that he never had that many showers in the future, he was going to fix that and make up for it while living in this time.

He smiled as he sunk his body into the water all the way to his noise.

A few moments of bliss.

The phone rang once, twice, three times and Alex rolled his eyes as he pushed himself up so he could yell, "Someone get that!"

No answer.

The phone was still ringing when Alex pushed himself out of the bathtub, water spilling over the rim as he stomped out of the bathroom and into his room looking for the phone.

It wasn't the main line, but the phone that Jean gave him in case of emergencies.

"Jean…" Alex said but was cut off by an explosion.

"Alex! Help!" Rogue yelled on the phone.

"Rogue! What's wrong?"

"We… we're being –" The phone cut off and Alex just started at the beeping phone.

"Well, I wasn't expecting this." Peter mussed behind Alex.

Alex turned around to look at his boyfriend and his eyes were wide.

Picking up that something was wrong Peter rushed over to the man. "What's wrong?"

"The mansion… I think… It's being attacked."

"What?" Peter looked around like they were going to be attacked.

"Get dressed we –"

"No." Peter said.

"What?" Alex stopped moving around and looked at the man. "What do you mean no?"

"They can handle it themselves…" Peter wasn't sure what he was doing, but he wanted to put his foot down about this.

"Peter, they're just kids."

"Scott did this to himself, he doesn't need or deserve –"

"Fine." Alex said as he pulled on his uniform from the closet and rushed out of the room.

"Alex…" Peter said looking down at his feet. Peter sighed as he walked to the closest and searched for his old uniform, something he thought he was done with and heard Alex yelling at the people in the house, not that there was many people there.

"Blink, come on! We have to blink out of here!"

Peter walked into the living room to see that Blink, Alex, Rose, Kurt and Illyana were all there.

"I want you to stay here with Rose, Illyana."

"But I can fight too-"

"No, you stay little snowflake. I will go."

Alex looked at Peter and opened his mouth to say something, but changed his mind at the last minute. He would talk to him about this later.

"And me?" Kurt asked.

"Stay here and watch the others." Alex asked. Kurt looked like he was going to open his mouth to protest but Alex said, "Kurt… the others will want you back." That shut his mouth and he nodded, knowing that Alex was right.

"Next time maybe." Kurt looked a little sad, maybe no one would ever get over what he did.

Without any other word Blink blinked the three of them out of the living room leaving Illyana and Kurt alone with Rose.

Kurt smiled at the two girls and said, "Well, I think I'm gonna take a nap." And he left the room without waiting for a reply from the others.

Illyana rose from her chair and walked to the wall of windows looking out of them. She stole a quick glance behind her and saw that Rose was still staring off into space, a glazed expression over her eyes.

Illyana waved a hand an inch over the glass and a red face man appeared.

"Belasco, everything is under way."

The red face demon smiled at the girl and disappeared from the window.

Illyana smiled as well as the Demon's face disappeared, but the smile then faded into something else... regret? Sadness? She didn't know... but a part of her was screaming at her that this wasn't right.

She wouldn't... she couldn't.

* * *

><p>"Dazzler! I don't understand how you can like this so much!" Mirage said falling into a chair next to the woman. Dazzler just smiled up at the woman and shrugged.<p>

"I don't know… I just… get off on it I guess."

Mirage laughed as Magma, Rusty, and Skids walked into the room.

"We're no better than slaves." Rusty said as he sat down opposite of Mirage.

"We are slaves." Magma said and Skids nodded, looking tried.

"I don't know how long I can do this." Skids said shaking her head.

"Well, you gotta keep going." Gambit said from the hall and walked into the room, eyes glowing red. "You all signed a contract after all."

All the mutants just glared at the man. They all seemed to hate him. All of them but Dazzler.

"Oh come on, Gambit!" Dazzler said getting out of the chair and walking over to the main, placing a hand on his shoulder. "You know the kids just wanna let off a little steam." Dazzler stopped and suddenly grabbed onto Gambit, clutching really hard. "Help me."

Gambit looked at the girl, slightly confused but before he could say anything Dazzler smiled up at him and just patted him on the shoulder. "You okay?"

"Me?" Dazzler said turning around and walking away like nothing had happened. "I'm a peach."

Everyone watched as Dazzler walked out of the room. "You know…" Rusty said looking at everyone. "Sometimes I think that girl is crazy."

"She'd have to be." Skids said shaking her head. "She enjoys this."

* * *

><p>As soon as Dazzler walked out of the room and sped up her walk and then quickly started running to her private room. Not everyone had a private room, only the ones that brought in the most money. Her, Cain, the team of mutants that she liked talking too, but it was times like this that she was thankful for the new room.<p>

Dazzler quickly rushed into her room and locked the door. Looking around to make sure Cain wasn't there she made her way to the floor length mirror and glared at herself.

"Girl, don't you try that again."

The reflection in the mirror looked nothing like Dazzler, in fact it looked like the old Dazzler. She was pointing and yelling at herself.

Dazzler smiled and waved a hand, the reflection started yelling even louder, but Dazzler couldn't hear anything. "Scream all you want… your body is mine."

Dazzler turned away from the mirror and laughed. That was close though. The closest that the real Dazzler had ever gotten.

"I have to be careful… the others would not be pleased with me if I lost this body…" Dazzler smiled to herself. That was a lie too, the others had no idea where she was, and she had had a mission but abandoned it when she saw Dazzler. She thought it would have been more fun.

"I love my new look." Dazzler said as she played with her hair and pushed it behind her ear. "Malice was ugly, now Malice is pretty." Malice said as she looked into another mirror. "I was ugly…" Malice corrected herself. She had to be careful, she couldn't fall into the trap of talking like her old self… she wouldn't do it.

* * *

><p>Phoenix and his small group of X-Men appeared in the middle of what looked like a brawl. Students were running every which way while Jean was stuck in a mental battle with a tall young man with jet black hair.<p>

"Blink I want you to –" Phoenix stopped as he watched a young girl with pink hair teleport to a group of children, grab them and then disappear with them. "Wait, track the teleported down. Colossus, I want you to go after that rock thing." Phoenix pointed at a huge rock person stomping around Rogue and Iceman. "The mental kid is mine."

Phoenix floated into the air, fire slowly erupting around him. He concentrated for just a moment before he found what he was looking for, a pebble, nothing too big and smooth enough that it won't cause any damage when he slammed it into the boy's head.

The boy didn't even say anything as the rock hit him and his eyes rolled up into his head.

"Who called you?" Jean asked as she grabbed the boy with her mental abilities and carefully placed him on the ground.

"You're welcome." Phoenix said as he floated to the girl, fire disappearing.

"Oh no, I'm grateful, just like to know what's going on."

A beam of red energy blasted out of the surrounding forest and kids screamed and cried all around them.

"What is going on?" Phoenix asked as he watched Colossus smash into the rock creature.

"There are so many voices screaming for help I can't really make anything out, but something does keep popping in my head." Jean said as she watched the battle unfold around her.

"And?" Phoenix said cocking his head as he held out a hand, stopping Surge dead in her tracks.

"How?" She said looking panicked.

"Sleep." Jean said as the girl's eye's rolled up in her head. "Blindfold." She said as she turned her attention back to Phoenix.

"Well then, lets got get this blindfold."

* * *

><p>Scott hammered away at the dust that was flying towards him, ever since he had figured out that it was a mutant girl he had chased her down the yard and into the woods. He knew that he couldn't hurt her, but one less mutant attacking his school was better than nothing.<p>

He stopped running when he realized that he had lost the girl.

He quickly looked around trying to find anything that he could blast his furry at and then suddenly the dust around him started to swirl at an alarming rate.

Scott didn't know what to do, when he suddenly started to feel the dust and sand around him rip into him. In his panic he sent out one of the biggest burst of energy that he had ever used.

The girl screamed and slowly became solid. Scott looked down at the girl covered all in black and almost kicked her.

Almost.

* * *

><p>Colossus rushed as fast as he could and struck the rock creature in the back, making him fly a few dozen feet in front of him. In midair the rock creature turned and planted his feet to the ground, skidding across it, kicking up dirt and rocks into the air.<p>

"Not fair." Rockslide growled at the man as he charged at him.

"You attack a school and say hitting you is not fair." Colossus charged at him.

The two mutants hit each other with such force that the ground around them imploded and shook the entire yard.

"Why are you here?" Colossus grunted as he pushed with all his might.

"Not you're… concern." Rockslide grunted back, he wasn't as strong as Colossus and he was quickly figuring that out… the hard way.

"Yo!" Iceman called from the side lines. "Freeze!" He yelled as he sent ice energy at the young mutant who started to freeze from his feet up.

After Iceman had completed the task he ran over to Colossus and clapped his hand in midair. "Freeze?" Colossus mused.

"Yeah… not one of my best, I know..." Iceman said.

"Long time." Colossus said.

"Yo, boys, reunion later!" Jean said as she and Phoenix ran past them and towards the school. "This is a diversion; they're after one of the students."

* * *

><p>Somewhere in Genosha.<p>

"So the city has fallen?" A loud voice boomed in the hall. Storm was looking at her feet not wanting to look around her. It was all too depressing. She had joined up with Bishop to try and save the X-Men and instead it looked like they had been defeated before they even had begun.

"Yes sir. The city is yours." Another voice joined in.

"Major Domo…" The first loud voice said. "I want you to…" The voice stopped as Storm entered the room. She looked up and noticed that everyone was watching her and Bishop or maybe just Bishop since he was being dragged into the room.

"Aw, the first of the test subjects." The very fat man said

"Test subjects?" Storm said out loud as she looked at the fat, ugly man. He had no hair on his head and seemed to be a pale yellow/white color.

A man behind Storm punched her to the ground and she groaned when she hit the solid metal floor.

"Now now now…." The fat man said as a walked over to the young woman. "No need to treat them that way…" The man picked her up by her hair and brought the woman face to face with him. "After all, she will help us rebuild Genosha into the powerful force it should have always been."

"Who are you!" Storm spat at the man.

The man looked at the woman and smiled. "Mojo." He said before he through her across the room and into a wall. "Clean her up." Mojo said as he turned around and made his way to a group of computer screens. "Oh, and shave that ridiculous hair off of her."

"What about the man?" General Domo asked.

"Turn him first, the girl can wait."

"Yes sir!" A group of soldiers said as they dragged the two mutants out of the room.

"So the city has fallen." Mojo said looking at the huge computer screens. News feeds were already covering the battle and the end result. Genosha was finally his.

He would pay them back for what they did to him after his precious television show was cancel.

He would get his revenge.

* * *

><p>Destiny walked down the dark halls of the school alone. It was quite, all the fighting had been taken outside, which was how she wanted it.<p>

She needed to find Blindfold alone if this was going to work. Destiny wanted to get Blindfold out of this place before… before it happened.

"Blindfold…" Destiny called out.

"Yes. No. Excuse me?" A reply came. "Why can't I see?" Blindfold walked out of a room and held her hands out, trying to find her way around.

"Sorry my child." Destiny said as she walked over and grabbed the girl's hands. "My powers are more powerful, they negate yours."

Destiny looked around the area and smiled to herself, this was good, no one was here, she could take Blindfold out before anyone realized what was going on.

"What are you doing?" A harsh voiced echoed into the room.

"Who's there?" Destiny said as the dark room blossomed with light. "Who are you?"

"The name is Phoenix and we are the X-Men!" Phoenix said as more light poured into the room.

Destiny's eyes opened in horror as she saw who was there, the man calling himself Phoenix, Colossus, Jean Grey, Iceman, and Rogue. "Why can't I see you?"

Phoenix was taken aback at first but quickly recovered. "Let go of the girl." Phoenix said powering up, red flames starting to consume him.

A flash of pink light and the pink hair girl appeared. "Destiny, we have to go!" Pixie shouted as she reached out for the woman. "They have taken everyone out and that purple skin girl is almost caught up with me!"

Destiny scowled at the woman and then back at Phoenix. "I don't know how you are blind to me boy, but I will not leave without-"

"Destiny!" Pixie yelled as Blink appeared out of nowhere.

"Another one I can't see…" Destiny said as she reached out for Pixie and disappeared in a ring of pink light.

"Should I-"

"No." Phoenix cut Blink off.

"They're gone." Jean looked around. "I can't believe this happened…"

Scott ran into the room and looked around. "What on earth happened?" He shouted. "I was just about to question that Dust girl when some pink hair girl took her right from under my noise."

"This is way the world needs X-Men Scott!" Phoenix said, turning around from him and leaving the room.

Scott looked at his feet and didn't know what to say, he couldn't say anything a part of him knew that Alex was right, but that same part told him that he was right too.

It didn't matter; he failed tonight, as Professor, as a protector, and as a friend.

* * *

><p>Phoenix and his group teleported back into the living room of the penthouse.<p>

"Don't you think you were being a little harsh with them?" Peter said walking away from the group.

"You were the one who didn't want to go in the first place." Phoenix shot back.

"I don't want to fight with you." Peter said and he stopped talking when he realized everyone was staring at them. "We can talk about this later." He said as he quickly left the room.

"You shouldn't be so hard on him, Alex." Blink said looking slightly sad. "He's just worried about you."

Alex sighed. "Yeah…" Alex looked around the room. "Rose isn't here? Neither are the others."

"It is pretty late." Blink said looking around. "I'll check on them before I go to bed."

"Thanks." Alex said watching the woman leave. "I guess I'll talk to Peter."

* * *

><p>After the day's events the rest of the classes at the Xavier School were canceled. Scott was relieved to find out the Pixie wasn't hurting the children she was teleporting away, but dropping them off at the next house, which Jean was not happy about.<p>

"Scott having to erase those people's minds… it was just horrible. That Pixie girl got thirty of our students over there…"

Scott sat done at his desk and thumbed his fingers against the hard wood.

"What did they want?"

"Me. You. No, me." Blindfold said as she walked into the room.

"Yes, but way?" Jean asked as she motioned the girl to take a set across from Scott.

Blindfold didn't say anything but reached out with her powers. The horror she saw there was unbearable. "No, no, no, no, no…" She moaned back and forth.

"Easy child!" Scott said and rushed up out of his seat.

"I think she is seeing the future Scott." Jean said rushing over to the girl.

"It's not right! It's not right! This was… this wasn't it… this wasn't what I saw!" Blindfold rushed out of her chair, knocking it over. "The sun goes out. The world goes out. Nobody hears me." Blindfold backed away from Scott and Jean. "And it's not hiding anymore. I see everything now. Yes."

Blindfold hit the wall behind her and slowly slid down it still mumbling. "And if I could stop this thing with every last drop of my heart's blood… I would willing bleed…" Blindfold finished as she hit the floor.

Scott and Jean looked at each other, not knowing what to say.

"The sun goes black. The sun goes dark." Blindfold said over and over again, shaking her head. "Dark…"

* * *

><p>Later, after the incident with Blindfold Jean was standing in her room, alone. She was confused as she thought about what has happened in the last couple of weeks. Scott ending the X-Men, opening the school to dozens of teenagers and a mutant child predicting the end of the world, what could go wrong next?<p>

Jean was worried about Scott. He seemed so distant and so confused. She loved the man, but she didn't think she loved what he was becoming. Jean heard some kids running down the hall laughing and playing and sighed as she walked over to the door and held out her hand.

How children quickly forget the day's horrors.

The Goblins that she continued to see when she used her powers were starting to grow in number. They appeared in various different sizes, some resting on Jean's shoulders while others flew around her arms and at the door.

Jean nodded her head and one of the goblins giggled as it turned the lock on the door. Jean smiled and turned back around to walk across the room. The goblins disappeared as she walked closer to the mirror and looked into. She smiled as she was covered in flames.

"Soon…" A voice not her own said through her lips. "Very soon…"

* * *

><p>Chicago:<p>

"You should feel blessed, stranger." The woman said as she stood above the decaying body. The longer slender woman smiled at her handy work. "Only the very best of humanity are called upon to sacrifice their lives for the Goddess incarnate." The very pale woman said as she turned and walked away from the body.

Something about today bothered her however. That boy she ran into. At first she felt great power from him, but in the same instance, it was gone.

She pushed her long black hair over her shoulder and looked up into the night sky. It was different from the last time she looked to the heavens. Much had changed since her earlier times.

"After 2,000 years of exile, magic is entering the world again…" The woman almost sounded like she was alive with the giggles. "After 2,000 years of exile, Selene is once more free to walk this planet… to hunt and rule!"

Selene laughed as she continued to walk down the street and through a solid brick wall.

* * *

><p>Destiny's Home:<p>

Destiny paced back and forth in her room, thinking very rapidly. She couldn't understand why she could see Phoenix and Blink but not see them. She tried to explain it to the others, but they didn't seem to understand.

She herself knew she wasn't making any sense. She didn't know any other way to explain it. She could physically see them, but they were blind to her powers.

Almost like their future didn't exist.

Or the future didn't exist with them in it. But she had seen other people that would be dead in the near future… so that couldn't be it.

Destiny stopped and looked at herself in the mirror, thinking even harder.

Looking down at a desk she picked up a book and looked at the cover. With her papers she could see where the book would be five, ten, thirty minutes into the future. She looked further and smiled. The book would eventually going missing in Pixies room.

But... then…

Still holding the book in her hand she looked at the mirror and then down at the book. Moving the book to her face and covering half her face she looked into the mirror again. She saw what she expected, half her face…

Maybe… She thought as she brought the book back down with a smile.

Maybe.

The End?


	40. Issue 85

Ultimate X-Men

85

Magik Among Us

Chicago:

Illyana Rasputin sat on her bed, looking up at the ceiling. She was having conflicted feelings about her place in life now that she was back from Hell. Illyana had been back from her pervious home for more than six weeks. Her brother was the ever loving brother, although slightly changed. A part of her wanted to weep at everything that had happened to her and yet there was another part of her that wanted everything to burn.

Everything was going to burn.

No! Illyana pulled her knees up to her chest and silently cried while she placed her forehead on her knees. No one knew how she felt and she didn't want anyone to know what she was going through.

The problem that she was facing was the fact that she knew she was not being possessed by demons but these dark thoughts were her own. After being trapped in Hell for ten long years, she was surprised that she didn't feel worse than what she was feeling now.

It must have been the child that was still inside of her. The fact of the matter was that only a few weeks had passed in the world, but somehow, while she was in Hell, ten years had gone by.

Illyana took her forehead off her knees and looked out of the glass door that led to her balcony. Alex sure did know how to live in style. Things had changed in the short time that she was gone. Some big, some not so big.

Xavier was murdered and the X-Men had been disbanded by Scott Summers, something about that man bothered her. Illyana couldn't place her finger on it, but something was odd about him. Another thing that was different, and to her, was a major change for her and her family was the fact that Peter, her older brother was dating a man. Not just any man, but Alex, a man from the future.

When Illyana looked at Alex she felt love for the man, like an uncle or an older brother, but at the same time, the evil inside of her wanted to kill him. The evil inside of her was screaming at her to end it, end him.

Illyana slowly unfolded her legs and pushed herself off the bed. It was Alex's fault that Peter never came for her.

No! Don't think that, Illyana shouted at herself. That's not true at all, if it wasn't for Alex, Peter would have been trapped in hell with her and she didn't want that.

She would never want any of her loved ones to go what she went through.

Illyana slid the glass door open and walked out of her room and onto the balcony. She was so high up the scene took her breath away. Nothing like this was in hell. Even with her magical abilities she could have never made something like this.

Hell… Belasco had a plan for this world, and Illyana was the key to make sure it all happened.

Illyana lost her train of thought when she noticed something far below her. She couldn't quite make it out, but something bothered her about it. She felt power down there, power like her's.

Not mutant. But magical.

Illyana didn't know if she was a mutant, but she knew she had powers. Magical powers.

Illyana waved a hand a created a magical disk that she could use to teleport. The disk appeared right below her and slowly moved up. As the disk of light moved, the lower part of her body disappeared and in an instance she was gone.

* * *

><p>In a different part of the penthouse:<p>

Peter and Alex laid in bed, neither one of them sleeping, but neither one of them saying anything to each other. Peter sighed and rolled over onto his back to look up at the ceiling. He opened his mouth to speak, but thought better of it.

If Alex wanted to speak to him, he would.

"Don't do that." Alex said turning on his side and looking at Peter.

"What?" Peter said innocently as he rolled over to his side to look at Alex.

"My telepathic powers may not be as good as Jean's, but I can hear your thoughts Peter. We share a telepathic rapture with each other." Alex said looking annoyed at the man he loved, although at the moment Alex felt a little more than love and that wasn't a good thing.

"You hadn't said anything since we got back from the mansion." Peter said, his eyes looking into Alex's eyes.

"Because Peter, you wanted to leave our friends to die!" It had been two weeks since the attack. Alex knew he had said something to Peter… he had to of.

"No I didn't, but Scott disbanded the X-Men and made our home into a school." Peter said pushing himself up onto his shoulder. "Scott knew what he was doing and he has to learn to protect himself if he wants to continue this… project."

Alex looked into Peter's eyes… Alex couldn't fight the man about it. He was right after all.

"Peter…" Alex said.

Peter put a finger to Alex's lips. "Shh…" Peter said. "You don't need to say anything, just know that if they ever need help or you ever need help, I'll be there for all of you."

Alex smiled and moved closer to Peter. Peter wrapped his arms around the young man and they slowly started to fall asleep.

"Alex!" Clarice said bursting into the room. "Illyana is gone!"

"What?" Peter said quickly getting to his feet. Peter had gotten to his feet so fast and was so frantic that he had forgotten he was just in his underwear. Clarice quickly looked to the floor and Peter blushed a horrible shade of red before Alex broke the silence.

"People, please." Alex said getting out of the bed and reaching for his shirt that was thrown across a chair that was placed next to the bed. "We don't have time for this. Illyana is dazed and confused. She may need our help."

"Why would she have left? How?" Peter said reaching for a pair of pants that he had thrown to the floor.

"I think she teleported out." Blink said turning around so the boys could change.

"Illyana…" Was the only thing Peter could say as he walked across the room looking for his shirt and jacket.

* * *

><p>A bright yellow disk appeared on the ground of the street and Illyana appeared out of it. She waved her hand and the disk disappeared. Illyana hugged herself, it was getting cold outside and she didn't even bother to grab a jacket before she left her room.<p>

But this was important. Illyana had felt someone like herself. Someone powerful, maybe more powerful then Illyana herself.

Illyana walked down the street and came across a store front with nothing but windows. She looked up and read the sign aloud. "Bob's discount TV's." Illyana looked into the store and saw all the TV's that were on display in the window. One of the televisions was still on and a man was talking.

The man looked familiar but Illyana couldn't place him. He was talking rather fast, but the glass made it impossible for Illyana to hear what he was saying. Without thinking, Illyana waved a hand and the glass simmered and disappeared.

"The justification of national security had been used to explain the introduction in congress by Senator Robert Kelly of the Mutant Affairs Control Act-" Illyana watched as the television was turned off and she looked around the street.

It must have been on an automatic timer. What was the man talking about? The Mutant Affairs Control Act? What on earth could that be? She had a vague idea, but… There was the energy source again!

Illyana turned away from the television and her eyes went wide with shock. Where had all this fog come from? Chicago was on the lake, but this much fog, this quickly and without her even realizing it?

Illyana walked down the street, lost in thought. Belasco wanted to use Illyana to take over the world and apart of Illyana was willing to let it happen. Her soul was drawn to the darkness and she felt power when she was willing to let go, but another part of her fought it every step of the way.

She couldn't do that to Peter and Alex, her family, her friends. She told herself she didn't want them to be trapped in hell with her, but she was willing to bring Hell to earth to punish everyone that failed her?

She shook her head as she realized how much sense she was making.

* * *

><p>Selene smiled as she floated in the air. She watched as the blonde girl walked past the alley she was hiding in, feeding off the energy of another poor soul. Selene's eyes glowed a dark red as she looked at the girl. "Such power…" Selene whispered as she floated down the alleyway and stopped to look around the corner at the retreating girl. "Not since the dawn of my existence have I sensed such power in a living being."<p>

Selene walked down the street behind Illyana smiling to herself. Her own magical powers kept her hidden from the girl's mind and Selene thought this was a perfect opportunity. "Tonight I no longer seek prey, but a disciple… an heir!"

Selene watched as Illyana stopped at the corner of the street.

Perfect! Selene thought as she reached out with her hand to grab the girl. "Come to me, child…" Selene hissed into the air. "Yield to the Dark embrace… never feel scared or fear again…" Selene's hand grasped around Illyana's throat and the girl screamed, throwing her hands up around her, light bursting out of them and filling the entire street with a white light.

"Get away from me!" Illyana screamed as the light blinded Selene and Illyana ran for her life down the street.

Illyana ran as fast and hard as she could; breathing heavily she turned down a side street and then turned down another one. Before she knew it she was lost.

Kneeling over she took in deep breaths and tried to calm herself. "Illyana, come on, you can do this. Breathe…" Illyana looked up and around her. No one was there. It looked like she had lost the person trying to attack her.

Who was that? What was that? Illyana thought as she pulled herself up to her full height. It was definitely the same source of power she had felt before, but she hadn't noticed the evil that was tainted along with it. And then it hit her, the reason why she didn't notice the evil was because it was like her.

She was evil. No! She yelled at herself. Quickly looking around she heard some noises and decided to go in that general direction. She was not going to deny the fact that she had evil in her, but she was not evil, not like that woman.

"Isn't it past your bedtime girl?" A dark skinned man said, lighting a cigarette. Illyana had been so lost in thought she hadn't of noticed the man. She looked up at him and managed a smile.

"Your right." Illyana said in an innocent voice. "I think I should be leaving."

"What's the hurry?" Another man said as he stepped out of the shadows. Illyana turned around, her blonde hair whipping in the wind. Curse it! She hadn't even noticed that she was surrounded by a group of thugs.

Illyana took a defensive stance and the four men started to laugh.

"Now, now now…" One of the men said with a smile spreading across his face.

"Is there a problem?" A ruff voice said from the other side of the alley. All four men and Illyana turned their attention to look at the new comer. He was huge, much bigger than Peter, almost as big as Michael, but just not as tall.

The four men hesitated. They were four and he was only one, but the man looked like he could take on about six or seven people and leave without even breaking a sweat.

"Na, no problem." One of the men said as he disappeared back into the shadows. He must have been the leader, because the other men just as quickly disappeared, leaving Illyana and the man alone.

"What are you doing out so late?" The man even sounded like Peter.

"I was being followed… and then… well, I got lost." Illyana said looking around the alley, knowing very well that she could teleport, but everything that had happened jarred her to her core. For the life of her, she couldn't seem to figure out how to teleport.

"Well, it's late, you can come with me and we can find out where you are staying in the morning." The man said as he turned to leave without looking back to see if Illyana was following.

Illyana stood in place for a moment before she quickly ran off to catch up with the man.

* * *

><p>The Triskelion:<p>

Henry McCoy was running, or rather leaping for his life.

Red and blue lights were flashing between darkness and Henry's heart was beating very fast. He hadn't been conditioned for this break out. He had been out of commission for almost three months, and that did not include his downtime in the hospital.

"Stop!" A guard yelled as he shot his rubber bullets at the leaping man.

"Right…" Henry said as he leaped towards the man and pushed him back to give the mutant extra push. "I'll think on that one, sir."

"What the?!" Another guard said between the flashing lights. "Henry McCoy!"

Henry leaped to a closing door and waved at the group of guards that was joining the two that Henry leaped past. "Give Fury my regards."

"Damn him!" A guard said as he watched the doors close. "He's using the security system against us!"

* * *

><p>Chicago:<p>

A short time later Illyana was standing in the doorway of a huge penthouse. She couldn't believe her eyes. Yes, she was living in a penthouse with Alex and her brother, but something about this place was completely different.

It felt more like a home then where she was currently living. "This place is beautiful." Illyana said looking around at the gold walls and white furniture.

"I never got your name." The man said as the two walked through the living room and into the dining room.

"Illyana…" She said as she looked around.

"The names Mac." The man held out his huge ruff hand and Illyana took it. When their hands touched Illyana felt something she had not felt in a very long time, not even from her brother.

The warmth of love. It felt strange coming from a complete stranger, but it made her smile. For some reason she felt like she could completely lose herself. She felt like a child again.

"You gotta be hungry and you are chilled to the touch!" Mac said as he pushed the girl through the closest doorway. "Down the hall and second door on your right is the bathroom. I suggest a long hot bath while I make something nice for us to eat."

Illyana nodded and walked down the hall.

She closed the door behind her and sighed. The man was being so nice to her and for no reason. She forgot that kindness like that existed in this cruel world. Unless he wanted something from her and was just waiting for the right moment to attack, stop it Illyana!

Illyana shook her head and looked around the bathroom. It was huge! The tub was in the middle of the floor and was actually in the floor. It was more like a mini pool than anything else.

She waved her hands and her cloths disappeared as the bath slowly started to fill with water. She put one foot in and sighed at the warmth. She was completely chilled to the bone. She closed her eyes and rested for a moment to gather her thoughts.

It seemed like hours had passed, she quickly realized that some time had passed; the bath water was no longer steamy, but lukewarm. How much time had passed?

Illyana pushed herself out of the bathtub and waved her hand. She was completely dried and dressed. She opened the door and stuck her head out into the hall. It was dark inside the hall and the dining room in which Mac was waiting for her was dark as well.

"Mac?" Illyana called into the darkness. Something wasn't right. She could sense people and right now, she couldn't sense anything.

Illyana walked down the hall and into the large dining room. There she noticed Mac sitting down in a chair facing away from her. "Mac?" Illyana said as she drew closer. "I was calling you, why didn't you –" Illyana stopped as she reached out to touch him and he crumbled at her touch.

She gasped and pulled her hand away. He was dead… she couldn't sense anyone because his life was completely gone.

"Did you truly believe that I would let you escape, Illyana?" A woman said from the corner of the room.

Illyana turned to the source of the voice as light began to fill the room. She gasped and took a few steps away from Selene, the woman that had tried to kidnap her earlier in the evening.

"You killed him!" Illyana shouted as Selene walked closer to the girl. "Why?" Illyana tried to move, but realized she couldn't.

Selene smiled as she crossed her arms under her chest. "I am a predator, child. Ever since the dawn of time, humans have been my prey." Selene smiled as the carpet underneath Illyana began to move and wrap the girl up in an iron like grip.

Why can't I move? Illyana thought as the carpet grew tighter.

"There is no use fighting it Illyana." Selene mused as she watched the girl fight her constraints. "You can't beat me at that magical level-" Selene gasped as she felt a bolt of light stab her in her mind.

The rug around Illyana loosened and Illyana quickly shot to her feet. Illyana waved her hand and the rug turned to dust. Illyana felt anger fill her soul as she stared at the woman in front of her, getting to her feet.

"Most formidable, child." Selene smiled as she dusted herself off and looked at the girl. "Your resistance and abilities surpass my expectations." Selene's smile deepened as energy glowed around her. "I am impressed, but that won't happen again."

* * *

><p>New York City:<p>

Henry ran down the empty street breathing hard. Not only did he leave his prison tonight, he also stole something, something that he didn't want Fury or anyone to get their hands on.

Legacy. That's what Fury called it; Henry called it The Virus, a virus that could destroy mutants and eventually all life on earth. One of the reasons why Henry didn't help Fury with it was because he said this virus targeted mutants… but, in all the simulations that Henry ran showed that the virus attacked mutants first and then quickly moved to humans, animals, plants, and then bacteria and other viruses.

Everything was destroyed.

Henry stopped at a traffic light and looked both ways before walking across the street, while he was deep in thought he didn't even notice bumping into a medium sized man.

"Sorry." Henry said deep in thought.

"No worries, Blue." The man said as he walked down the road.

"What?" Henry stopped in the middle of the road and turned to look in the direction that the man had went. "What did you call me?"

The man didn't stop as he picked up speed, soon breaking out into a run.

Henry didn't miss and beat as he ran towards the retreating figure. "Stop!" Henry yelled as he began to leap towards the man.

The man was wearing a brown trench coat that was flaring out behind him. He pulled something out of his pocket and it began to glow, pink in color. Henry almost came to stop as he watched the man throw the object up into the air. Henry quickly passed under it, but the object fell to the ground and an explosion erupted from behind Henry, sending him flying forward though the air. Henry smacked right into the running man and both crashed to the ground.

"Well done Remy." A voice said from the shadows.

"All done in a day's work... and don't call me that." Remy said as he pushed the unconscious Henry off of him. "He better be worth it."

"How did you know he would follow you?"

"The better part of me met him once."

The voice laughed, not a friendly laugh. Remy looked down at Henry and noticed something glowing in the moonlight. He picked it up and looked at it. A silver tube. He threw it at the man in the shadows and said, "Give this to the boss. He might find it useful."

Remy picked up Henry and walked towards the shadows rolling his eyes. "Make me do all the dirty work and lifting… you know the boss would not –" Remy's voice cut off as he disappeared into the darkness in a flash of light.

* * *

><p>Chicago:<p>

Illyana screamed as the woman broke through her mental defenses. All the images that the young girl saw scared her. What she saw also thrilled her, how easy it would be to give in to the darkness, to destroy this world with just a thought, a wave of her hand.

"Help me…" Illyana whispered, her life force slowly growing dark. "I don't want this to happen to me… I don't want to be evil…" Tears filled her eyes as she thought about the love she shared with her parents and her brother. The love she had for a single stranger that saved her and showed her that there was still goodness in the world.

A flash of light erupted from Illyana's soul and Selene fell to her knee's screaming.

_Take me! _A voice erupted in Illyana's head. _Take me!_ It was Mac's voice.

Illyana opened her eyes and in front of her was a sword made of pure light… of life. The Soul Sword. Illyana reached out for the sword, but something stopped her, she hesitated for a slight moment.

"Do not touch the sword, Illyana!" Selene said. Illyana looked passed the sword and saw the woman was on her knee's. She looked like she was in pain. "That sword is evil!"

Illyana focused back on the sword. If someone that was evil, thought this object made of pure light was evil, then it must… it must. It could save my soul, Illyana thought.

Illyana's out reached hand grabbed around it and a burst of light filled the room.

_You have taken the first steps Illyana… _Mac said in her mind.

The light faded and the sword disappeared when an explosion erupted from the far corner of the room.

"By Hecate!" Selene said as she was blown back from the explosion.

"Illyana!" Peter roared as he jumped through the hole in the building. Illyana looked towards the source of the voice and saw that Alex was flying through the hole and Clarice had teleported in the room from the other side of the room.

"The girl is mine!" Selene hissed as she sent magical spells at the new group of mutants.

"Spread out!" Phoenix said as fire erupted around him and he shot a fist full of cosmic fire at the object in front of him. "What is this?"

"It looks like a spiked mace!" Blink said as she threw a small pink rod out in front of her, hitting the mace and making it disappear.

Smoke began to fill the room as Selene screamed in rage. "Maybe fire?" She mused as the floor beneath the group of mutants erupted, sending Illyana flying towards Selene and Colossus back away from his sister.

"Illyana!" Colossus roared as he flew back, hitting the far wall.

"Colossus!" Phoenix said as he picked himself off the floor and floated there watching the scene unfold. Selene picked the now unconscious Illyana up of the floor and headed for the closest exit. _Blink! That woman is trying to escape with Illyana!_

_On it!_ Blink thought to Phoenix as she teleported away from her sport and in front of the fleeing woman.

"You dare!" Selene hissed as she dropped Illyana to the floor and grabbed Blink with both hands. "How dare you challenge Selene!"

The women struggled for a bit before Blink got the upper hand. "Honey… referring to yourself in third person is never good."

"You mock me?" Selene said, pushing Blink away from her. Blink smiled as she jumped back and went to charge at the woman again, but stopped when she realized the tail of her uniform started moving on its own.

"What the?" Blink said as the tail wrapped up around her and then went for her throat. "Alex!" Blink gasped out before she couldn't speak anymore.

Selene smiled as she walked up to the choking girl. "Illyana is mine you stupid little –" Selene couldn't finish her sentience as the huge hulking frame of Colossus slammed into her.

"Get off of her!" Colossus roared as the two slammed into the floor a few feet away from Illyana and Blink. Colossus went to punch the woman but she smiled as she grabbed Colossus' fist. "Impossible!"

"Nothing is impossible for me young one." Selene said as the two struggled for the upper hand. Selene grabbed at Colossus throat and he gasped as he shifted from his metal form to his human form. "Aww.. you are confused." Selene smiled as she felt the young man's energy flow into her, making her stronger. "No need to fear, I'm only draining you of your life."

"Stop!" Phoenix yelled as he pulled the two apart. Peter fell to the floor, breathing hard, eyes glazed over. Selene fell to her knee's, holding her hands to her head.

_His mental blast is too much for me! _Selene thought as she pushed herself off the floor. _I must escape!_

Phoenix watched as the woman fled into the fire and he could no longer see her anymore. He had no idea what he had done, but it had worked. He would have gone after Selene too, but he had to make sure his teammates were okay.

He turned around to see Blink helping Illyana to her feet and Colossus slowly pushing himself off the floor. Phoenix stopped floating in the air and landed in the middle of the group. "Blink, we have to get out of here before the police come."

Blink nodded at the man and the four of them blinked out of the room in a purple wave of light.

* * *

><p>The group reappeared in the living room of Alex's penthouse.<p>

"What were you thinking?!" Blink shouted at Illyana who just stood there.

"Clarice…" Alex said looking around the room. Peter was still dazed and Alex was slightly worried about him. Alex quickly performed a mental scan and knew that in the long run, he would be okay, but it was what he was acting like now that was bothering the young mutant.

"I don't… I felt something, evil…" Illyana said looking down at the floor.

"Well?" Clarice said, waiting for a better answer. When no one said anything Clarice put her hands on her hips. "What did you find?"

Illyana looked up at the girl, confusion in her eyes. Clarice wasn't mad at her, she was worried. Illyana smiled and looked at Clarice and then at Alex.

"I think I found my answers."

Clarice smiled and nodded her head. "Well, now that that is settled, I'm going to bed." Clarice said placing a hand on Illyana's shoulder and walking down the hall.

"I think I should put Peter to bed too…" Alex said looking at Illyana. "You wanna talk about it?"

Illyana smiled and shook her head. She watched as Alex walked down the same hall and disappeared into a room.

Yes, Illyana did find some answers.

She could choose not to be evil. It would be a battle, but it would be worth fighting it.

* * *

><p>Muir Island:<p>

Moria MacTaggert walked down the hallway leading to her lab. She was grateful for the money that Scott Summers arranged for her after Charles death. A part of her wanted to know where the boy was getting it, but another part of her, the scientist in her, told her not to ask.

Her hospital needed the money. Her's was the only hospital on the island and the only hospital within a hundred miles to take in mutants. In fact her main care giving was for mutants, the human populous could use the hospital if they wanted, but that only was limited two three families and they chose to take the boat to the next island over.

Moria stopped at a door and it opened with a rush and she walked into her office. She had a package from Charles that was mailed to her… after his death.

She thought she knew what it was, but she didn't have the strength to open it… not till now that was.

She made her way to her desk and sat down, breathing hard. She started walking without her crutches just a few days ago and she was still getting used to it.

When she had had the accident she had never dreamed that she would walk again, but something Alex had said to her at Charles funeral made her think and when she really thought about something she could move mountains.

When Moria started working with Charles and his students she had taken blood samples from all of them to study. Wolverine's healing factor was amazing and something she thought she could replicate, but it never worked. She tried it a hundred different times on a hundred different sick mutants and it failed every time.

It was until she gathered an assistant, Nathan that she realized she was doing something wrong.

She needed to try it on herself, a non-mutant. After a few test she and Nathan finally thought the blood was ready to bed tested. She was worried at first, but she quickly got over it and injected herself with HFW, Healing Factor-Wolverine. It wasn't a very clever name, but it got the message across.

And it had worked.

Moria sighed as she reached for the package and opened it. She dumped the contents of the package on the table and looked at the six small vials of blood that was staring at her in the face.

She looked into the package and noticed a note that was stock in the bag. She quickly scanned over the note and shook her head.

Even in his death Charles was still messing with his students' lives.

"Anything wrong miss?" Nathan said from the door.

Moria looked up at the man, staring at him. She hadn't even heard the door open. "No Nathan. I'm just…" She looked down at the blood and then back at the man. "I want you to set up lab number three. I have to run some test for the dead…"

"Mam?"

Moria didn't say anything as she looked at the blood on her table. The future X-Men held something special about them and Xavier wanted it studied… but why way till his death?

The End?


	41. Issue 86

Ultimate X-Men

Issue 86

The Underneath

Part 1

The Gladiators' Arena

Dazzler jumped out of the way of the fire ball and quickly rolled to the left, pushing up with her feet she launched into the air and screamed a blood curling scream. A burst of life so bright and intense fired out of her hands and blinded her foe.

The blond woman yelled in pain and fell to the ground as Dazzler landed next to her, kicking her in the side for good measure and a loud voice boomed over the megaphone.

"And the winner is… Dazzler!"

The crowd roared with delight. Dazzler smiled and threw her hands into the air, yelling. Light burst out all around her. "Yes!" Dazzler teeth shined in the light as she turned around at all of her fans.

Everyone that came to see her.

"Yes!" She roared again, more light bursting forth to more screams of delight.

"And now, a grateful message from our host!" The voice on the megaphone said.

A quick cough and, "Is this thing on… Oh it is? Good." The crowed started to die down and the light around Dazzler faded as all moved their attention to the host. A man so mysterious that no one knew who he was or what he did… he only funded the games and only came every so often.

However… the more Dazzler won, the more he showed up to those games.

"Honored guests, welcome!" A huge roar erupted from the stands. "It is the highest of honors I can bestow on our current undefeated champion, Dazzler!" More roars of applause.

Dazzler smiled and soaked in the sound and left lose. A burst of light so bright that the entire arena was lit up like the noon day sun.

"Dazzler, Dazzler…" The voice said, a slight laugh rumbled from the speakers. "I would like to offer a challenge." Everyone in the arena quickly quieted down. "Your lonesome self against my Warriors Three."

A gasp erupted from the crowd. The Warriors Three were the Host's personally body guard. They never played in the games… they were considered too powerful and now the host was wanted to pit the three of them against her.

"I accept!" Dazzler said with a burst of light. No one said a word… no one made a sound. They audience was too stunned that the Host was doing this, much less that Dazzler had actually accepted it.

Then finally a scream from the crowd. Not of panic, but of glee. Then another, and another, finally by groups of people till slowly the entire arena was shaking from the excitement.

"That a girl!" It was the original voice announcer. "Not scoot so the teams can play." Dazzler waved at the crowd as she walked out of the center of the arena and towards the waiting crowd on the side lines.

"What is going on?" Mirage said as she rushed up the young woman. Mirage was a Native American and liked to wear her custom warrior wear while battling and today was no different.

"I'm sure the Host just wants to hike the price up of my next game." Dazzler said as she jumped into the air and landed on Cain's broad shoulders.

"Dazz…" Cain said looking at her. "I don't think you understand… The Warrior's Three are-"

"The more fearsome and blah blah blah…" Dazzler said pinching Cain's cheek. "I'll be fine sweetie."

Cain looked at the girl for a moment before waving at the other people leaving them.

"Try talking some sense into her, Cain." Skids said as she grabbed Rusty's hand and they rushed to the center of the ring with the others.

"And now-" The announcer continued to speak as Cain and Dazzler walked into the complex that was built for the warriors.

"Skids is right, Dazzler." Gambit appeared out of the shadows and looked at the two as they walked into the common area.

"I don't really…" Dazzler begin to speak as she jumped off Cain's shoulder and crashed to the floor. "Stop her…" Dazzler crumpled to the floor looking like she was in pain, twisting in a way that shouldn't be natural.

"Ali!" Cain said as he rushed to her and Dazzler let out a burst of light blinding Remy and Cain. "Ali!" Cain roared again taking the brunt of the blast.

"Girl!" Remy yelled not expecting the blast.

"Stop!" Dazzler yelled jumping into the air. "Stop it! Stop it!" Dazzler rushed out of the room and down the hall, yelling. "Stop!"

Dazzler rushed through the nearest door and found herself in the bathroom looking at herself. She didn't know if she had control or if the other her had control. "Stop it!" Dazzler punched the wall. "You'll kill me!" Dazzler realized she had control of herself. "Alex!" Dazzler screamed as loud as she could, verbal and mentally. "P-Bird!"

After a moment of silence Dazzler looked at herself in the mirror and smiled. "That was stupid, girl." Dazzler started to giggle as she looked at the cracked mirror and blood running down her knuckles and hands. "I don't know how you did that, but never again."

Dazzler turned away from the cracked mirror. Another Dazzler in the broken pieces was banging against the glass, screaming, but with no sound.

* * *

><p>Chicago:<p>

Alex sat at his desk tapping his finger against the wood of the desk. Six weeks had passed since Scott disbanded the X-Men, Storm and Bishop went missing, Anna and Michael went on their vacation, Rose came back from her abduction, and finally, Peter's sister back from… from hell.

So much had happened and yet Alex didn't have any time to do anything that he had set up. He got the job at Warrington Enterprises to try and stop his horrible future from coming to past and he had yet to find anything that would link this time with his future.

Nothing. Alex snapped a pencil he was mentally holding onto without realizing it. Alex typed some at his computer and his screen came to life from the blackness.

_There has to be something._ _Angel was sure that his father had something to do with the Sentinel Program. He was sure of it._

Alex pushed back into his chair and thought about a certain file he kept coming across.

_The OZT File._ Alex clicked the file just to find an invoice order for parts. Lots and lots of parts. Some plastic and some metal.

"What are you building, Mr. Worthington…" Alex mused as he pushed himself back from the desk and stood up and looked out his huge wall windows. The view was breathtaking. Alex could see the entire city from his high rise office. All around him was the city and off to the east was the lake.

Alex had never seen the lake in his time, but if it was anything like the waters that surrounded his New York City, he wouldn't want to. He squeezed his fist and fire erupted around him.

It was just humans that destroyed his world.

It was mutants too.

Suddenly Alex felt something… he couldn't quite understand till it hit him like a ton of bricks. "P-Bird!" Alex roared as his phoenix effect burst out around him, making all the windows in his office explode outward.

Alex fell to the ground, the fire around him dying out.

"Mr. Braier! Mr. Braier!" Alex's assistant rushed into the office and screamed. "What happened?!"

Alex pushed himself off the floor and looked around. "Juila…" He moaned.

"Mr. Braier! What happened?" Julia said rushing to Alex's side, helping the man up.

Alex grunted as the woman helped him up. He had to mentally remember to keep the woman seeing what he wanted her to see.

Too Julia, Alex was actually Jamie Braier, middle aged single man who is an up and rising star in Worthington Enterprises.

"Julia…" Alex shook his head. Alex had to clear his head. This was getting out of hand. He had to reach out with his mind and….

"Mr. Braier… I… I…"

Alex waved a hand and the disaster that was his office changed back to the way it was before Alex had his episode. "The coffee Julia."

Julia looked at Alex, confusion in her eyes and then she looked around the office. "I… I…"

Alex smiled and the woman and give her a slight mental nudge and mentally scanned the entire office building. Alex strained slightly as he touched every mind in the building. Before he came to this time he would not have been able to do this, hell, he didn't even realize he had telepathy and it seemed liked ever since coming here his mutant powers jumped started to such an extended that it almost scared him.

"Done." Alex said as he looked around the room. Alex slumped into his chair… what happened.

"Dazzler."

Alex touched his forhead and reached out with his mind. _Peter… Blink._

_ Alex? _Peter sounded worried.

_What's up? _Blink asked.

_I just had a mental… attack of some kind._

_ What?! _Peter almost roared at the news.

_ Peter… _Alex said pushing some of Peter's calming sensors. _Dazzler's in trouble._

_ What can we do? _Blink asked.

_I want you, Peter, and Rose to go to San Francisco and save our teammate. _

_ What about Nightcrawler? _Blink asked.

_He… We need someone to watch Illyana. _

_ Is that all? _Peter asked, a little heat in his voice. _When will you trust her?_

_ Now is not the time Peter._

_ Alex, when will be the time-_

_ Guys! _Blink said. _I'm still here._

_ I want Nightcrawler with me for back up. I'll be there as soon as I can._

Alex cut off his mental contact before anyone else could say anything and looked at the computer screen. He wanted to find out what OZT was and he wanted to find out fast.

* * *

><p>Genosha:<p>

President Mojo sat on his throne of metal, gems, and gold. It had been six weeks wince the old government had fallen and it had been six glorious weeks. After his island was destroyed and his television so canceled he decided to start a new show, a show about his life, where he was the star… and ruler of a thriving country.

Genosha was just a plus. He had worked quick and fast. No one knew what was happening till it was too late and the entire island had fallen in a matter of days. With no word leaking to the outside Genosha was totally cut off from the outside and Mojo could do whatever he pleased.

And Mojo did.

Mojo did a lot.

He started by freeing all the locked up mutants, that is, after he turned them into his mindless slaves. Every single mutant on the island did what they were ordered to do by the ruling class. The island had entered a Golden Age never seen before. The rare metal and gems that were mined in the mountains in the center of the island were worked quickly and cheaply, since the labor was free, and Mojo opened the ports again.

Once the ports were opened, Mojo was able to sell, sell, sell, sell. He made a fortune for his new country in a matter of weeks.

All on the back of his mutant slaves.

He wasn't an unkind man. No everyone was aloud mutant slaves, just those that were loyal to the cause and those that helped Mojo come to power. A select few and that pool grew smaller and smaller and as he… eliminated his greatest threats from within.

"Bring me the Weather Witch." Mojo said from his throne.

"Yes, Mr. President." General Domo said bowing and walking away from the throne.

"President Mojo." A woman walked up to the throne and bowed her head. He long golden hair falling over her left solder. "It seems the raiding party is back and they have a very big haul this time."

"Good." Mojo said as he smiled. The raiding parties. Those were perfect by design, a great ratings boost to his mental state. The old government of Genosha had outlawed mutants and any caught were imprisoned and left to rot.

Mojo saved the few remaining left. Unfortunately that wasn't many, but the few that he had found… oh they were priceless. A mutant that could wipe out special powers, a mutant that scrambled minds, a mutant that could alter the earth… the list went on and on.

But he needed more and so he created the M Squad, a group of mind controlled mutants that would go out on raiding parties and bring back more mutants for the cause.

Mojo had a plan. His great world didn't end at Genosha's boarders.

No… he planned to change the entire world into the greatest stage production… ever.

"Mr. President." General Domo had walked back into the room and threw Storm at Mojo's feet.

"Ahhh. Splendid." Mojo said as he rose from his throne and walked over to the half unconscious girl. "The only reason why I haven't wiped you and fried you brain girl…" Mojo said as he drew closer and picked the woman up with her pure white hair. "Is because you amuse me."

Storm grunted as Mojo dropped her back to the ground.

"Now, tell me what you know about the X-Men."

Storm didn't say anything as she looked at the man that had beaten her and abused her for six weeks. Mojo smiled as he walked back to his throne and sat down looking at the girl.

"See General Domo… the Witch doesn't even have the heart to fight me anymore." Mojo laughed as his huge hulking frame crashed down on the throne. "What was the beat? Six weeks? Seven? To break her?"

"I do believe you give her six weeks." Domo said, not looking at the man or at Storm. In fact he was looking down at his feet.

"Goooo…" Storm moaned as she tried to push herself off the floor.

"She speaks!" Mojo said quickly getting to his feet and his arms spread out wide. "Come come. I already have your partner in crime working in the mines. It will only be a matter of time before I have you watering my flowers."

Storm pushed herself off the floor and looked Mojo in the eyes. "Go to hell!" She yelled before she crashed back to the floor.

Mojo stood there for a moment, angry washed over his face, but he quickly laughed. Laughed harder than he ever laughed before. "Oh child. We are in hell."

Mojo sat back down and smiled at the girl who was getting closer and closer to unconsciousness. "Domo. Break me Donald Pierce and his Reavers."

"Mr. President?" General Domo asked, looking slightly confused.

"Pierce, Domo. Pierce!"

* * *

><p>San Francisco<p>

A pink ring of energy appeared out of the air to announce the coming of Blink and her teammates. Colossus appeared first to check to see if everything was okay for the others.

His huge metal frame jumped out of the teleportation ring and he landed in a bellowing cloud of dust. Since leaving the X-Men he had decided that he wanted his team to have a different set of uniforms.

After all, breaking all ties with the X-Men called for something drastic… but not too drastic. His uniform was still all black, but with touches of color and was now sleeveless. The color came from a huge golden X that was strapped across his chest and reached around his back.

When Alex had first seen it he had laughed at the big Russian.

_"What, you wanted to cover as much as possible?"_

_"What?" Peter said innocently. "You want me to run around in a speedo and wrist bands?"_

Colossus smiled at the memory. "It's clear."

Wild Child was next to jump out of the portal and Blink was right behind her. When Blink left the portal it winked out of existent.

Wild Child had slowly started coming back to the world of the living and Colossus was grateful. He thought that Rose and his sister would help each other. Although each person went through their own type of hell, they bought came out of it and both could grow from it.

Colossus also had designed new outfits for Wild Child and Blink and both were wearing matching outfits, black leather with the same X design that Colossus had, but Wild Child's was red and Blink's was green.

"Did Alex say anything else that were are supposed to do once we get here?" Colossus asked looking around.

It looked like the group had teleported to an abandoned warehouse on the coast, not somewhere where Dazzler would be.

"He said this was the last place he felt her presence before it disappeared." Blink said looking around.

The sun was setting and the light was failing fast. The three didn't have much time before they wouldn't be able to see anything and their search would be a day old.

"Not here." Wild Child said as she was sniffed the ground. She was crouched and looked to be in a very uncomfortable position as she spoke, "Underground."

"What?" Colossus asked looking at the girl.

"I think we have to go underground." Wild Child said as she stood up and walked towards the building.

"Can you blink us there?" Colossus asked.

"I… I don't think so." Blink said shaking her head. "I don't know where to blink us too. I mean, I could blink us in the middle of the earth and we would die."

"Yeah… let's not do that." Colossus said as he watched Wild Child walk closer to the building.

"Guys!" Wild Child yelled.

Colossus and Blink rushed over to the building and realized that there was someone guarding the door.

"This man says we can't go in… it's a private party."

"Party?" Colossus says and stars down at the man.

The man, looking up at Colossus gives off a slight laugh and quickly opens the door. "For you, big dude, you get in free. Enjoy the show!"

"Show?" Blink asked as Wild Child and Colossus entered into the dark room.

"You haven't heard!? Dazzler is fighting the Warriors Three!"

* * *

><p>Madripoor:<p>

"Logan-san…" A light feminine voice called to the man leaning on the rail looking out over the city. Logan had been in the city for about a week on his worldwide trip looking for any clues to his past.

He stood on the balcony, only in his shorts, as the wind blew the sea salt air into his face. His super senses could pick almost everything out of it. The salt, fist, sweat from dock workers, people from down below.

"Logan…" The voice sounded slightly irritated, but still light and almost flirtatious.

Logan sighed at what had happened to him in the past six weeks. Since that child, Scott, disbanded the X-Men and that old guy, Bishop… it was all just a mess and Ororo.

He had feelings for the girl, but he was old enough to be her grandfather. Hell, maybe even her great-grandfather… it was just, weird.

During the middle of his trip Logan stopped in Japan for a little R and R when he ran into a girl, a girl that he thought he would never see again, the only problem was it wasn't the same girl that he knew she was supposed to be.

"LOGAIN!"

"Coming Betts." Logan turned away from the amazing view of up town and he turned his attention to the young Asian woman sitting on the chair with her legs crossed.

"Just call me Psylocke, Logan." Psylocke said shifting her weight in the chair. Her long dark purple hair falling over her shoulder, her deep blue eyes shining in the light from the windows, she smiled at the man.

"Logan-san?" He asked the girl.

"You know sometimes I slip." Psylocke stood from the chair and stretched. "Ever since being in this body, the old mental state still creeps up every now and then."

"I'm still having a hard time understanding what happened." Logan said walking towards his uniform and reaching for it. "When you… the other you, died your mind found the closest dead body to go to?"

"No. Not exactly." Psylocke said watching the man move.

Logan stared at the girl, eyebrows rising.

"When my body was taken over a part of me was still able to use my mental powers. I was searching for someone… anyone, that was close to what I can do-"

"What you could do?"

"My mutant power. I found this body, brain dead, but in her memory banks she had basically the same type of power as me." Psylocke held out her hand and a purple katana appeared in her hand. "I use to be able to create something along the lines of psy-bombs that I could blow up in side people's heads… now…" She swung the katana and the sword disappeared. "Now I can pretty much do the same thing, but through this sword."

"Interesting…" Wolverine said reaching for his pants. "And the others know about you?"

"I met them once." Psylocke said.

"And?"

"What?" Psylocke said watching the man put on his clothes. "We had tea and cookies."

Wolverine looked at the woman and narrowed his eyes. "Smart ass."

"What are you doing?" Psylocke asked.

"Come on." Wolverine said putting on his cloves. "We need to help the girl down in the ally. She's 'bout to get the crap kicked out of her."

"What?" Psylocke asked rushing over to the window. "Why didn't you say something earlier?!"

"Sometimes a body just needs a good roughing up." Wolverine said as he grabbed Psylocke around her waist and jumped off the balcony into the dark alley below.

* * *

><p>Muir Island:<p>

Moria sat at her desk looking at the information on the screen. Her glasses had fallen down the bridge of her nose and she was tapping her pencil against the metal of her desk. The DNA images on the screen where… fascinating.

It was something she had never seen before. Mutant DNA was slightly different then human DNA, that's what made mutants and humans different, but this DNA wasn't exactly different, but it wasn't exactly human or mutant.

"Nathan." Moria said as the door opened to a rush of air. "I want you to take a look at this."

Nathan didn't say a word as he walked over to the screen that Moria was looking at. After a few moments he said, "It looks like someone spliced that DNA together."

"That's what I was thinking." Moria said with a laugh. "Thought I was going crazy." Moria pushed herself away from the desk and walked over to a wall filled with screens. Each screen had a different image on it.

She walked up to the screen with Alex on it. Also known as Phoenix. She tapped the screen and the image became a movie. Phoenix was in the danger room, practicing or training… depending on who you were talking too.

"This is one of the-"

"X-Men." Nathan said amazed. "I always wondered where all the money was coming from."

"Yes… well." Moria said watching the boy use his powers. That part scared her. She wasn't there for when Jean manifested the 'god' known as phoenix, but it was all over the news and Xavier had told her enough. Now this boy was doing the same things that Jean was under the title of the same god.

"I want to know why this boy and these other students…" She waved at all the images on the tv screens. "Have this type of DNA."

Nathan looked at all the images, his eyes flickered with delight. Moria thought for a quick second that maybe she was binging the boy in to fast, but he was… brilliant.

"Have you thought about the DNA that was put together?"

Moria stopped wondering about Nathan and looked at the images again. "Of course. I was trying to figure out the final product, when I need to be thinking about the source."

"If that would be…" Nathan started but stopped when he saw that Moria was deep in thought and talking to herself. He smiled at the woman and mad his way to the door, waited for a moment so the door would open with the rush of air and walked through it.

Nathan had other things he had to think about. This six teenage mutants where… amazing. Although, the sixth one… the girl. She was a pure mutant; she didn't have DNA that was spliced together.

He didn't tell Moria that, she would figure it out sooner than later. She was amazed at the boy, Alex… Phoenix. Nathan walked down the hall and made his way to his personal office that Moria had given him.

A part of him was sickened at the state of the place. All the… messed up… No he shouldn't think like that. There were mutants here that could read minds and he wouldn't want… No.

Nathan walked into his office and sighed. "Nothing like mental shields to put a mind at ease." Nathan said aloud. The very first day that Moria showed Nathan his office he quickly set up the mental blocks for his office. He didn't want people to find out what he was doing here, or how he was doing it.

Nathan made his way to his computer and typed a few keys. The screen came to life and Nathan smiled at the screen. "It seems I have some very interesting information for you Essex."

To Be Continued.


End file.
